Exhibit 10.41


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (“Agreement”) dated as of October 14, 2003
between Worldwide Excellerated Leasing Ltd. (the “Company”) and Howard D.
Schwartz (the “Executive”) (together, the “Parties”).


 


WHEREAS, an Asset Purchase Agreement was entered into by and among ANC
Rental Corporation and the other Debtors listed on the signature pages thereto,
CAR Acquisition Company LLC and Cerberus Capital Management, L.P. (“Cerberus”),
dated as of June 12, 2003, as amended (the “Purchase 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 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, on the
Closing Date, as defined in the Purchase Agreement (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 the fourth anniversary
of the Effective Date (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 General Counsel, and shall report
solely and directly to the Chief Executive Officer of the Company and shall
serve the same executive position for such of the Company’s subsidiaries 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 dudes customarily performed by a general counsel
and a senior vice president of a company in similar lines of business as the
Company and its subsidiaries, including, but not limited to, handling and
overseeing the disposition of all of the legal matters affecting the Company
and its subsidiaries, or as may be 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.


 


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 General Counsel and such other positions with the Company’s
subsidiaries, an annual base salary of $340,000.00 payable in accordance with
the payroll practices of the Company or subsidiary of the Company directed to
pay the Executive his base salary (“Base Salary”). Each year during the Term
beginning in January 2004, 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 may be
eligible to receive an annual bonus in the amount determined by the Board no later
than 60 days prior to the commencement of the performance period (or, in the
case of the 2004 performance period, no later than 60 days after the Effective
Date) based upon achievement of consolidated worldwide EB1TDA 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”).
Each annual bonus (“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.


 


(a)                                  2003 Bonus. Notwithstanding the foregoing, Executive shall not be entitled to a
Bonus for the 2003 calendar year (from the Effective Date to December 31,
2003).


 


(b)                                 2004 Bonus. Notwithstanding the foregoing, the United States Threshold for the
2004 Bonus will be $92 million.


 


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 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 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 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 or its subsidiaries (HI) 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 or its
subsidiaries.


 


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


 


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Good
Reason; provided further should the Board decide to relocate Vanguard’s
headquarters from Fort Lauderdale, Florida to another city outside the state of
Florida and the Executive declines an offer to move to the metropolitan region
in which the headquarters are relocated in accordance with Section 9 herein,
the Executive’s decision not to relocate 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 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 of the Company, including, but
not limited to, as an officer of the Company or any of its subsidiaries.


 


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
has had and will have access to certain trade secrets and confidential information
relating to the Company and its 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


 


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programs,
frameworks, or models, their marketing programs, manufacturer purchase program
agreements, their sales, financial, marketing, training and technical
information, 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 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 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, 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 the
Executive shall not remove any such items from the premises of the Company and
its subsidiaries, 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, 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
during the period of the Executive’s employment by the Company or its
subsidiaries 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 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 who was a customer of the Company or its
subsidiaries 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 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 to terminate, reduce or alter negatively its relationship
with the Company or any subsidiary or in any manner interfere with any
agreement or contract between the Company or any subsidiary and such supplier
or (c) any employee of the Company or any of its subsidiaries or any
person who was an employee of the Company or any of its subsidiaries 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.


 


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


 


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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 are the sole property
of the Company and its subsidiaries (“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, 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,
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(1) 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 5.2
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 5.2
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 5.2.


 


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.


 


9.                                                               Relocation. Should the Board determine that it is in the best interest of Vanguard
to relocate Vanguard’s headquarters from its headquarters in Fort Lauderdale,
Florida to another city outside the state of Florida, the Executive may elect
whether or not to move to the metropolitan region in which the headquarters are
relocated. If the Executive elects to move, the


 


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Company
agrees to reimburse the Executive for such relocation fees up to a dollar
amount to be determined by the Company that is commensurate with reimbursement
offered to other senior executives. If the Executive does not elect to move,
the Executive’s employment with the Company shall terminate and shall be deemed
a termination without Good Reason pursuant to Section 5.1 hereof.


 


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.

  
	
   

  	
  c/o Vanguard Car Rental
  USA Inc.

  
	
   

  	
  200 South Andrews Avenue

  
	
   

  	
  Ft. Lauderdale, Florida
  33301

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Board of Directors

  
	
   

  	
  Telephone:

  
	
   

  	
  Fax:

  
	
   

  	
   

  
	
   

  	
  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, between 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 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


 


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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 10.10
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,


 


10.11                                             Tax Withholding. The Company or other payor is authorized to
withhold from any benefit provided or payment due hereunder, the amount of
withholding taxes due any federal, state or local authority in respect of such
benefit or payment and to take such other action as may be necessary in
the opinion of the Board to satisfy all obligations for the payment of such
withholding taxes.


 


10.12                                             Termination of Purchase Agreement. In the event the Closing Date does not
occur and the Purchase Agreement terminates pursuant to Article VII
thereof, the terms of employment contained herein shall be null and void.


 


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


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Howard
  D. Schwartz

  	
   

  
	
   

  	
  Howard D.
  Schwartz

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLDWIDE
  EXCELLERATED LEASING

  LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William E. Lobeck

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William E. Lobeck

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


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