Exhibit
10.39


 


FIRST  REVISED AND EXTENDED

EMPLOYMENT AGREEMENT


 


FIRST REVISED AND EXTENDED EMPLOYMENT AGREEMENT (“Agreement”) effective
                 ,
2005 between Worldwide Excellerated Leasing Ltd. (the “Company”), and Jeffry J.
Parell (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 Executive Vice President and Chief Operating 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 Executive Vice President and Chief
Operating 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 Executive
Vice President and Chief Operating Officer of the Company and such other
position with the Company’s subsidiaries or affiliates, an annual base salary
of Four Hundred Thousand and No/100’s Dollars ($400,000.00), 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
consolidated EBITDA related targets derived from the annual business plan
presented by management and approved by the Board; (the “Target EBITDA);
provided that the United States consolidated EBITDA meets a certain minimum
threshold annually approved by the Board (the “U.S. Target EBITDA”) Executive’s
target bonus for achieving Target EBITDA will be 100% of Base Salary and
Executive’s minimum bonus will be 75% of Base Salary for achieving 75% of
Target EBITDA; provided that at least 75% of U.S. Target EBITDA is achieved.
Each annual bonus (“Annual Bonus”) will be calculated on a straight-line basis
for EBITDA achievements between targets where 100% of Base Salary corresponds
to achievement of target EBITDA and 75% of Base Salary corresponds to
achievement of 75% of Target EBITDA. The Executive’s actual bonus will be
determined by the Compensation Committee of the Board of Directors in its
discretion. Bonuses 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.


 


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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.


 


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,


 


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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.


 


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,


 


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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, 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


 


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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.


 


(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


 


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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 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


 


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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.


 


9.                                       Location.
Executive may render his services under this Agreement in Minneapolis, Minnesota,
and the Company will not require Executive to relocate his place of business to
the headquarters of Vanguard, provided that Executive shall travel to such
locations as the Company shall determine.


 


10.                                 Other Provisions.


 


10.1                             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.


 


10.2                               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.


 


10.3                                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


 


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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.


 


10.4                               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 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.


 


10.5                               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.


 


10.6                               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.


 


10.7                               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.


 


10.8                               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.


 


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10.9                               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. 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.


 


10.10                         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/ Jeffry J. Parell

  	
   

  
	
   

  	
  Jeffry J. Parell

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLDWIDE EXCELLERATED LEASING LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William E. Lobeck

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William E. Lobeck

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
					



 


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