Exhibit 10.42


 


FIRST REVISED AND EXTENDED


EMPLOYMENT AGREEMENT


 


FIRST REVISED
AND EXTENDED EMPLOYMENT AGREEMENT (“Agreement”) effective                 ,
2005 between Worldwide Excellerated Leasing Ltd. (the “Company”), and Tyler A.
Best (the “Executive”) (together, the “Parties”).


 


WHEREAS, the
parties hereto entered into and are operating pursuant to an Employment Agreement
executed on               ;


 


WHEREAS, the
parties hereto desire to revise and extend the term of such previously executed
Employment Agreement;


 


WHEREAS, the
Parties wish to establish the terms of Executive’s future employment with the
Company; and


 


WHEREAS, for
purposes of this Agreement, the Company may direct that one or more of its
subsidiaries or affiliates fulfill the Company’s obligations under this
Agreement, including, but not limited to, its obligations under Sections 4 and
5.


 


Accordingly,
the Parties agree as follows:


 


1.                                       Employment
and Acceptance. The Company shall employ the Executive, and executive shall
accept employment, subject to the terms of this Agreement effective as of                              
(the “Effective Date”).


 


2.                                       Term.
Subject to Section 5 of this Agreement, this Agreement and the employment
relationship hereunder will continue from the Effective Date until December 31,
2008 (the “Term”). There shall be no extension of this Agreement other than by
written agreement executed by both parties hereto. In the event of the
Executive’s termination of employment during the Term, the Company’s obligation
to continue to pay all base salary, as adjusted, bonus and other benefits then
accrued shall terminate except as may be provided for in Section 5 of this
Agreement.


 


3.                                       Duties
and Title.


 


3.1                                 Title.
The Company shall employ the Executive to render exclusive and full-time
services to the Company and its subsidiaries, including, but not limited to,
Vanguard Car Rental USA Inc. (“Vanguard”). The Executive will serve in the
capacity of Senior Vice President and Chief Information Officer, and shall
report solely and directly to the Chief Executive Officer of the Company and
shall serve in the same executive position for such of the Company’s
subsidiaries and affiliates as determined by the Board of Directors of the
Company (the “Board”) for no additional consideration.


 


3.2                                 Duties.
The Executive will have such authority and responsibilities and will perform
such executive duties as are customarily performed by the Senior Vice President
and Chief Information Officer of businesses similar to those of the Company and
its subsidiaries and affiliates or assigned to Executive by the Chief Executive
Officer or the Board. The


 

















 


Executive will
devote all his full working-time and attention to the performance of such
duties and to the promotion of the business and interests of the Company and
its subsidiaries and affiliates.


 


4.                                       Compensation
by the Company.


 


4.1                                 Base
Salary. As compensation for all services rendered pursuant to this
Agreement, the Company will pay to the Executive, while holding the position of
Senior Vice President and Chief Information Officer of the Company and such
other position with the Company’s subsidiaries or affiliates, an annual base
salary of Two Hundred Seventy-Five Thousand and No/100’s Dollars ($275,000.00),
payable in accordance with the payroll practices of the Company or subsidiary
or affiliate of the Company directed to pay the Executive his base salary (“Base
Salary”). Each year during the Term beginning in January 2006, the Chief
Executive Officer and the Board will conduct a review of Executive’s Base
Salary and, in their sole discretion, the Chief Executive Officer in
conjunction with the Board may increase Executive’s Base Salary. For the
purposes of this Agreement, “Base Salary” shall mean the Executive’s base
salary as increased pursuant to this Section 4.1.


 


4.2                                 Bonuses.
For each calendar year during the Term, the Executive will be entitled to
participate in an annual bonus pool for senior executives which will be based
upon the achievement by the Company of consolidated worldwide EBITDA related
targets derived from the annual business plan presented by management and
approved by the Board; provided that the United States consolidated EBITDA
meets a certain minimum threshold annually approved by the Board (the “United
States Threshold”). Executive’s target bonus will be 50% of Base Salary for
achieving targeted EBITDA. The Executive’s actual bonus will be determined by
the Compensation Committee of the Board of Directors in its discretion. Each
annual bonus (“Annual Bonus”) shall be paid within a reasonable time of receipt
by the Board of the audited financial statements of the Company for the
respective year,


 


4.3                                 Participation
in Employee Benefit Plans. The Executive shall be entitled, during the
Term, if and to the extent eligible, to participate in all of the applicable
benefit plans of the Company and its subsidiaries, including, but not limited
to, Vanguard, which may be available to other senior executives of the Company,
on the same terms as such other executives. The Company may at any time or from
time to time amend, modify, suspend or terminate any employee benefit plan,
program or arrangement for any reason without Executive’s consent if such
amendment, modification, suspension or termination is consistent with the
amendment, modification, suspension or termination for other employees of the
Company.


 


4.4                                 Vacation.
The Executive shall be entitled to four (4) weeks of paid vacation. Executive
shall not be entitled to payment for unused vacation days upon the termination
of his employment except as set forth in Section 5 below. The carry-over and
accrual of vacation days shall be in accordance with Company or an applicable
subsidiary’s or affiliate’s policy.


 


4.5                                 Expense
Reimbursement. During the Term, the Executive shall be entitled to receive
reimbursement for all appropriate business expenses incurred by him in
connection with his duties under this Agreement in accordance with the policies
of the Company as in effect from time to time.


 


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4.6                                 Stock
Options or Restricted Stock. The Executive shall be eligible to participate
in a stock option or restricted stock plan established by the Company (the “Equity
Incentive Plan”) pursuant to the terms of the Equity Incentive Plan and any
applicable agreements thereunder as determined from time to time by the Board.


 


5.                                       Termination
of Employment,


 


5.1                                  By
the Company for Cause or by the Executive Without Good Reason or Due to Death
or Disability. If during the Term the Executive dies, the Company terminates
the Executive’s employment with the Company for Cause (as defined below) or on
account of the Executive’s Disability (as defined below), or Executive
terminates his employment without Good Reason (as defined below), the
Executive, or the Executive’s legal representatives (as appropriate), shall be
entitled to receive the following:


 


(a)                                  the
Executive’s accrued but unpaid Base Salary and benefits set forth in Section
4.3, if any;


 


(b)                                 the
unpaid portion of the Annual Bonus, if any, relating to the calendar year prior
to the calendar year of the Executive’s death, Disability, termination by the Company
for Cause or by the Executive without Good Reason, payable in accordance with Section
4.2; and


 


(c)                                  expenses
reimbursable under Section 4.5 incurred but not yet reimbursed to the
Executive.


 


For or the purposes of this Agreement, “Disability” means a
determination by the Company in accordance with applicable law that as a result
of a physical or mental injury of illness, the Executive is unable to perform
the essential functions of his job with or without reasonable accommodation for
a period of (i) 90 consecutive days or (ii) 180 days in any one (1) year
period.


 


For the purposes of this Agreement, “Cause” means (i) commission of a
felony by Executive, (ii) acts of dishonesty by Executive resulting or
intending to result in personal gain or enrichment at the expense of the
Company, its subsidiaries or affiliates (iii) Executive’s material breach of
his obligations under this Agreement, (iv) conduct by Executive in connection
with his duties hereunder that is fraudulent, unlawful, or negligent, or (v)
misconduct by Executive which seriously discredits or damages the Company, its
subsidiaries or affiliates.


 


For the purposes of this Agreement, “Good Reason” means, without the
Executive’s consent, (i) a material adverse reduction in Executive’s
responsibilities, position or duties; (ii) a material adverse reduction in the
amount of aggregate compensation provided for herein; or (iii) the Company’s
material breach of the Agreement. Notwithstanding the foregoing, a reduction in
the amount of Executive’s aggregate compensation in an amount proportional to
such a reduction in the aggregate compensation of other senior executives shall
not constitute Good Reason. The Company shall have thirty (30) days after
receipt of notice from the Executive in writing specifying the deficiency to
cure the deficiency that would result in Good Reason.


 


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5.2                                 By
the Company Without Cause or By the Executive for Good Reason. If during
the Term the Company terminates Executive’s employment without Cause or
Executive terminates his employment for Good Reason, the Executive shall
receive the incremental severance payments set forth in this Section 5.2 (in
addition to the payments upon termination specified in Section 5.1) upon
execution without revocation of a valid release agreement in a form acceptable
to the to the Company:


 


(a)                                  payment
for accrued unused vacation days, payable in accordance with Company policy;


 


(b)                                 continued
Base Salary, for twelve (12) months, payable monthly; and


 


(c)                                  reimbursement
of the cost of continuation coverage of group health coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1986 for a maximum of twelve
(12) months to the extent Executive elects such continuation coverage and is eligible
and subject to the terms of the plan and the law.


 


The Company shall have no obligation to provide the benefits set forth
above in the event that Executive breaches the provisions of Section 6.


 


5.3                                 No
Mitigation. The obligations of the Company to Executive which arise upon
the termination of his employment pursuant to this Section 5 shall not be subject to mitigation or
offset.


 


5.4                                 Removal
from any Boards and Positions. If the Executive’s employment is terminated
for any reason under this Agreement, he shall be deemed to resign (i) if a
member, from the Board or board of directors of any subsidiary or affiliate of
the Company or any other board to which he has been appointed or nominated by
or on behalf of the Company and (ii) from any position with the Company or any
subsidiary or affiliate of the Company, including, but not limited to, as an
officer of the Company or any of its subsidiaries or affiliates.


 


6.                                       Restrictions
and Obligations of the Executive.


 


6.1                                 Confidentiality.
(a) During the course of the Executive’s employment by the Company (prior to
and during the Term), the Executive will have access to certain trade secrets
and confidential information relating to the Company and its affiliates and
subsidiaries and Cerberus (the “Protected Parties”) which is not readily
available from sources outside the Company. The confidential and proprietary
information and, in any material respect, trade secrets of the Protected
Parties are among their most valuable assets, including but not limited to, their
customer, supplier and vendor lists, databases, competitive strategies,
computer programs, frameworks, or models, their marketing programs,
manufacturer purchase program agreements, their sales, financial, marketing,
training and technical information (including but not limited to technology
covered by the Master Information Technology Services Agreement, dated July 16,
2003, between Vanguard and Perot Systems Corporation), their product
development (and proprietary product data) and any other information, whether communicated
orally, electronically, in writing or in other tangible forms concerning how
the Protected Parties create,


 


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develop, acquire or maintain
their products and marketing plans, target their potential customers and
operate their retail and other businesses. The Protected Parties invested, and
continue to invest, considerable amounts of time and money in their process,
technology, know-how, obtaining and developing the goodwill of their customers,
their other external relationships, their data systems and data bases, and all
the information described above (hereinafter collectively referred to as “Confidential
Information”), and any misappropriation or unauthorized disclosure of
Confidential Information in any form would irreparably harm the Protected
Parties. The Executive acknowledges that such Confidential Information constitutes
valuable, highly confidential, special and unique property of the Protected
Parties. The Executive shall hold in a fiduciary capacity for the benefit of
the Protected Parties all Confidential Information relating to the Protected
Parties and their businesses, which shall have been obtained by the Executive
during the Executive’s employment by the Company or its subsidiaries and
affiliates or as a consultant to Cerberus and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). Except as required by law or an
order of a court or governmental agency with jurisdiction, the Executive shall
not, during the period the Executive is employed by the Company or its
subsidiaries and affiliates or at any time thereafter, disclose any
Confidential Information, directly or indirectly, to any person or entity for
any reason or purpose whatsoever, nor shall the Executive use it in any way,
except in the course of the Executive’s employment with, and for the benefit
of, the Protected Parties or to enforce any rights or defend any claims
hereunder or under any other agreement to which the Executive is a party,
provided that such disclosure is relevant to the enforcement of such rights or
defense of such claims and is only disclosed in the formal proceedings related
thereto. The Executive shall take all reasonable steps to safeguard the
Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft. The Executive understands and agrees that the
Executive shall acquire no rights to any such Confidential Information.


 


(b)                                 All
files, records, documents, drawings, specifications, data, computer programs,
evaluation mechanisms and analytics and similar items relating thereto or to the
Business (for the purposes of this Agreement, “Business” shall be as defined in
Section 6.3 hereof), as well as all customer lists, specific customer
information, compilations of product research and marketing techniques of the
Company and its subsidiaries and affiliates, whether prepared by the Executive
or otherwise coming into the Executive’s possession, shall remain the exclusive
property of the Company and its subsidiaries and affiliates, and the Executive
shall not remove any such items from the premises of the Company and its
subsidiaries and affiliates, except in furtherance of the Executive’s duties
under any employment agreement.


 


(c)                                  It
is understood that while employed by the Company or its subsidiaries and
affiliates the Executive will promptly disclose to it, and assign to it the Executive’s
interest in any invention, improvement or discovery made or conceived by the Executive,
either alone or jointly with others, which arises out of the Executive’s
employment. At the Company’s request and expense, the Executive will assist the
Company and its subsidiaries and affiliates during the period of the Executive’s
employment by the Company or its subsidiaries and affiliates and thereafter in
connection with any controversy or legal proceeding relating to such invention,
improvement or discovery and in obtaining domestic and foreign patent or other
protection covering the same.


 


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(d)                                 As
requested by the Company and at the Company’s expense, from time to time and
upon the termination of the Executive’s employment with the Company for any
reason, the Executive will promptly deliver to the Company and its subsidiaries
and affiliates all copies and embodiments, in whatever form, of all Confidential
Information in the Executive’s possession or within his control (including, but
not limited to, memoranda, records, notes, plans, photographs, manuals,
notebooks, documentation, program listings, flow charts, magnetic media, disks,
diskettes, tapes and all other materials containing any Confidential
Information) irrespective of the location or form of such material. If
requested by the Company, the Executive will provide the Company with written
confirmation that all such materials have been delivered to the Company as
provided herein.


 


6.2                                 Non-Solicitation
or Hire. During the Term and for a period of twelve (12) months following
the termination of the Executive’s employment for any reason, the Executive
shall not directly or indirectly solicit or attempt to solicit or induce,
directly or indirectly, (a) any party who is a customer of the Company or its
subsidiaries or affiliates, or who was a customer of the Company or its
subsidiaries or affiliates at any time during the twelve (12) month period immediately
prior to the relevant date, for the purpose of marketing, selling or providing
to any such party any services or products offered by or available from the
Company or its subsidiaries or affiliates and relating to the Business (as
defined in Section 6.3) (provided that if the Executive intends to solicit any
such party for any other purpose, he shall notify the Company of such
intention), (b) any supplier to the Company or any subsidiary or affiliate to
terminate, reduce or alter negatively its relationship with the Company or any
subsidiary or affiliate or in any manner interfere with any agreement or
contract between the Company or any subsidiary or affiliate and such supplier
or (c) any employee of the Company or any of its subsidiaries or affiliates or
any person who was an employee of the Company or any of its subsidiaries or
affiliates during the twelve (12) month period immediately prior to the
relevant date to terminate such employee’s employment relationship with the
Protected Parties in order, in either case, to enter into a similar
relationship with the Executive, or any other person or any entity in
competition with the Business of the Company or any of its subsidiaries or
affiliates.


 


6.3                                 Non-Competition.
During the Term and for a period of twelve (12) months following the
termination of Executive’s employment by the Company (for any reason), the
Executive shall not, whether individually, as a director, manager, member,
stockholder, partner, owner, employee, consultant or agent of any business, or
in any other capacity, other than on behalf of the Company or a subsidiary or
affiliate, organize, establish, own, operate, manage, control, engage in,
participate in, invest in, permit his name to be used by, act as a consultant
or advisor to, render services for (alone or in association with any person,
firm, corporation or business organization), or otherwise assist any person or
entity that engages in or owns, invests in, operates, manages or controls any
venture or enterprise which engages or proposes to engage in the daily vehicle
rental business in the geographic locations where the Company and its
subsidiaries and affiliates engage or propose to engage in such business (the “Business”).
Notwithstanding the foregoing, nothing in this Agreement shall prevent the
Executive from owning for passive investment purposes not intended to
circumvent this Agreement, less than five percent (5%) of the publicly traded
common equity securities of any company engaged in the Business (so long as the
Executive has no power to manage, operate, advise, consult with or control the
competing enterprise and no power, alone or in conjunction with other
affiliated parties, to select a director, manager, general partner, or similar
governing official of the


 


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competing enterprise other than
in connection with the normal and customary voting powers afforded the
Executive in connection with any permissible equity ownership).


 


6.4                                 Property.
The Executive acknowledges that all originals and copies of materials, records
and documents generated by him or coming into his possession during his
employment by the Company or its subsidiaries and affiliates are the sole
property of the Company and its subsidiaries and affiliates (“Company Property”).
During the Term, and at all times thereafter, the Executive shall not remove,
or cause to be removed, from the premises of the Company or its subsidiaries or
affiliates, copies of any record, file, memorandum, document, computer related
information or equipment, or any other item relating to the business of the
Company or its subsidiaries or affiliates, except in furtherance of his duties
under the Agreement. When the Executive’s employment with the Company
terminates, or upon request of the Company at any time, the Executive shall
promptly deliver to the Company all copies of Company Property in his
possession or control.


 


7.                                    Remedies:
Specific Performance. The Parties acknowledge and agree that the Executive’s
breach or threatened breach of any of the restrictions set forth in Section 6
will result in irreparable and continuing damage to the Protected Parties for
which there may be no adequate remedy at law and that the Protected Parties
shall be entitled to equitable relief, including specific performance and
injunctive relief as remedies for any such breach or threatened or attempted
breach. The Executive hereby consents to the grant of an injunction (temporary
or otherwise) against the Executive or the entry of any other court order
against the Executive prohibiting and enjoining him from violating, or
directing him to comply with any provision of Section 6, The Executive also
agrees that such remedies shall be in addition to any and all remedies,
including damages, available to the Protected Parties against him for such breaches
or threatened or attempted breaches. In addition, without limiting the
Protected Parties’ remedies for any breach of any restriction on the Executive
set forth in Section 6, except as required by law, the Executive shall not be
entitled to any payments set forth in Section 5.3 hereof if the Executive
breaches the covenant applicable to the Executive contained in Section 6.3, the
Executive will immediately return to the Protected Parties any such payments
previously received under Section 5.3 upon such a breach, and, in the event of
such breach, the Protected Parties will have no obligation to pay any of the
amounts that remain payable by the Company under Section 5.3.


 


8.                                     Indemnification.
The Company agrees, to the extent permitted by applicable law and its
organizational documents, to indemnify, defend and hold harmless the Executive
from and against any and all losses, suits, actions, causes of action,
judgments, damages, liabilities, penalties, fines, costs or claims of any kind
or nature (“Indemnified Claim”), including reasonable legal fees and related
costs incurred by Executive in connection with the preparation for or defense
of any Indemnified Claim, whether or not resulting in any liability, to which Executive
may become subject or liable or which may be incurred by or assessed against Executive,
relating to or arising out of his employment by the Company or the services to
be performed pursuant to this Agreement, provided that the Company shall only
defend, but not indemnify or hold Executive harmless, from and against an
Indemnified Claim in the event there is a final, non-appealable, determination
that Executive’s liability with respect to such Indemnified Claim resulted from
Executive’s willful misconduct or gross negligence. The Company’s obligations
under this section shall be in addition to any other right, remedy or indemnification
which Executive may have or be entitled to at common law or otherwise.


 


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9.                                       Other Provisions.


 


9.1                                 Notices.
Any notice or other communication required or which may be given hereunder
shall be in writing and shall be delivered personally, telegraphed, telexed,
sent by facsimile transmission or sent by certified, registered or express
mail, postage prepaid, and shall be deemed given when so delivered personally,
telegraphed, telexed, or sent by facsimile transmission or, if mailed, four (4)
days after the date of mailing, as follows:


 


(a)                                  If
the Company, to:


 


	
   

  	
  Worldwide
  Excellerated Leasing Ltd.

  
	
   

  	
  Attention:
  Board of Directors

  
	
   

  	
  c/o Cerberus
  Capital Management, L.P.

  
	
   

  	
  299 Park
  Avenue

  
	
   

  	
  New York, NY
  10171

  
	
   

  	
  Telephone:

  	
   

  	
  (212)
  891-2100

  
	
   

  	
  Fax:

  	
   

  	
  (212)
  750-5212

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schulte Roth
  & Zabel LLP

  
	
   

  	
  919 Third
  Avenue

  
	
   

  	
  New York, NY
  10022

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
  Stuart D.
  Freedman, Esq.

  
	
   

  	
  Telephone:

  	
   

  	
  (212)
  756-2000

  
	
   

  	
  Fax:

  	
   

  	
  (212)
  593-5955

  



 


(b)                                 If
the Executive, to the Executive’s home address reflected in the Company’s
records.


 


9.2                                 Entire
Agreement. This Agreement contains the entire agreement between the Parties
with respect to the subject matter hereof and supersedes all prior agreements,
written or oral, with respect thereto. Notwithstanding the foregoing, the
terms, and conditions of Executive’s Stock Purchase Agreement, dated as of October
14, 2003, among the Company, Cerberus Vanguard Investor L.P., and the Executive
shall continue to apply in full force and effect.


 


9.3                                 Representations
and Warranties by Executive. The Executive represents and warrants that he
is not a party to or subject to any restrictive covenants, legal restrictions
or other agreements in favor of any entity or person which would in any way
preclude, inhibit, impair or limit the Executive’s ability to perform his
obligations under this Agreement, including, but not limited to,
non-competition agreements, non-solicitation agreements or confidentiality agreements.


 


9.4                                 Waiver
and Amendments. This Agreement may be amended, modified, superseded,
canceled, renewed or extended, and the terms and conditions hereof may be waived,
only by a written instrument signed by the Parties or, in the case of a waiver,
by the party


 


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waiving
compliance. No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any right, power or privilege hereunder, nor any single or partial
exercise of any right, power or privilege hereunder, preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder.


 


9.5                                 Governing
Law, Dispute Resolution and Venue.


 


(a)                                  This
Agreement shall be governed and construed in accordance with the laws of the
State of New York applicable to agreements made and not to be performed entirely
within such state, without regard to conflicts of laws principles,


 


(b)                                 The
Company and Executive agree to arbitrate any controversy or claim arising out
of this Agreement or otherwise relating to Executive’s employment by the Company
or the termination of such employment to the extent required, (including, but
not limited to, any claims of breach of contract, wrongful termination or age,
sex, race or other discrimination); provided that the Company shall have the
right to, and be permitted to, seek and obtain injunctive relief from a court
of competent jurisdiction pursuant to Section 7 above in the state or federal
courts located in the City of New York, Borough of Manhattan. Any such arbitration
shall be fully and finally resolved in binding arbitration in a proceeding in
the State of New York, City of New York, in accordance with the National Rules
for the Resolution of Employment Disputes of the American Arbitration
Association before a single arbitrator. The arbitrator shall not have the authority
to modify or change any of the terms of this Agreement, except as provided in
Section 9.10 hereof. The arbitrator’s award shall be final and binding upon the
Parties, and judgment upon the award may be entered in any court of competent
jurisdiction in any state of the United States or country or application may be
made to such court for a judicial acceptance of the award and an enforcement as
the law of such jurisdiction may require or allow. The losing party thereto as
determined by the arbitrator shall bear the Parties costs incurred in any such
arbitration, including legal fees and expenses.


 


9.6                                 Assignability
by the Company and the Executive. This Agreement, and the rights and
obligations hereunder, may not be assigned by the Parties without written
consent signed by the Parties. This Agreement shall not bind successors of the
Company unless agreed to in writing by the Executive.


 


9.7                                 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same instrument.


 


9.8                                 Headings.
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning of terms contained herein.


 


9.9                                 Severability.
If any term, provision, covenant or restriction of this Agreement, or any part
thereof, is held by a court of competent jurisdiction of any foreign, federal, state,
county or local government or any other governmental, regulatory or administrative
agency or authority to be invalid, void, unenforceable or against public policy
for any reason, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected or impaired or invalidated.


 


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The Executive acknowledges that
the restrictive covenants contained in Section 6 are a condition of this
Agreement and are reasonable and valid in temporal scope and in all other
respects.


 


9.10                           Judicial
Modification. If any court or arbitrator determines that any of the
covenants in Section 6, or any part of any of them, is invalid or
unenforceable, the remainder of such covenants and parts thereof shall not
thereby be affected and shall be given full effect, without regard to the
invalid portion. If any court or arbitrator determines that any of such
covenants, or any part thereof, is invalid or unenforceable because of the
geographic or temporal scope of such provision, such court or arbitrator shall
reduce such scope to the minimum extent necessary to make such covenants valid
and enforceable.


 


IN WITNESS WHEREOF, the Parties hereto, to be legally bound hereby,
have executed this Agreement as of the day and year first above mentioned,


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ Tyler A. Best

  	
   

  
	
   

  	
  Tyler A. Best

  
	
   

  	
   

  
	
   

  	
  WORLDWIDE EXCELLERATED LEASING LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  E. Lobeck

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William E.
  Lobeck

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
					



 


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