Unassociated Document


    EXHIBIT
      10.2

     

    SEVERANCE
      PACKAGE AND RELEASE AGREEMENT


     

    This
      Severance Package and Release Agreement (“Agreement”) is made and entered into
      between United PanAm Financial Corporation, United Auto Credit Corporation,
      and
      their officers, directors, shareholders, employees, representatives, attorneys,
      agents, affiliates and subsidiaries (hereinafter collectively referred to as
      “the Company”) and Stacy M. Friederichsen (“Ms. Friederichsen”). The purpose of
      this Agreement is to settle and compromise any and all disputes and
      controversies of any nature existing between the parties, including, but not
      limited to, any claims arising out of Ms. Friederichsen’s employment with, and
      separation from, the Company. 

     

    Separation
      of Employment.
      The
      cessation of Ms. Friederichsen’s employment with the Company was effective July
      25, 2008. Ms. Friederichsen has received all
      salary and benefits up to and including July 28, 2008. Ms. Friederichsen has
      also received payment for all accrued and unused vacation as of July 28, 2008,
      less applicable state and federal taxes and withholdings. Ms. Friederichsen
      confirms that she has previously submitted any and all outstanding
      business-related expenses for reimbursement and will receive payment from the
      Company for such expenses by close of business on July 30, 2008. In addition,
      within 30 days of July 25, 2008, Ms. Friederichsen has the right to exercise
      Twenty Thousand One Hundred (20,100) options that have vested of Company common
      stock. Ms. Friederichsen has zero (0) shares of restricted Company common stock
      that have vested as of July 25, 2008. In selling any shares of Company common
      stock, Ms. Friederichsen shall be responsible for complying with Rule 144 of
      the
      Securities Act of 1933 for a period of 90 days from July 25, 2008. In addition,
      Ms. Friederichsen understands that any purchase or sale of Company common stock
      made by her for six months prior to July 25, 2008 could potentially be matched
      to a purchase or sale of Company common stock made by her for six months after
      July 25, 2008 pursuant to Section 16 of the Securities Exchange Act of 1934.
      Ms.
      Friederichsen shall also be responsible for complying with any reporting
      obligations under Section 16 of the Securities Exchange Act of
      1934.

     

    Termination
      from Positions.
      Effective as of July 25, 2008, Ms. Friederichsen has been terminated from her
      positions as an officer, trustee and any other position currently held at the
      Company and any subsidiary of the Company without cause.

     

    1. Severance
      Payment, Target Bonus and COBRA Payments.
      After
      execution of this Agreement, and after the return of all Company property as
      described in Paragraph 2 below, the Company agrees to pay Ms. Friederichsen:
      (1)
      severance pay in an amount equivalent to twelve (12) months of her current
      base
      salary or Three Hundred Thirty Five Thousand Dollars ($335,000), less applicable
      state and federal taxes and withholdings; and (2) the Target Bonus in the amount
      of Thirty-Three Thousand Five Hundred Dollars ($33,500), less applicable state
      and federal taxes and withholdings. The severance pay and Target Bonus amounts
      shall be wired to Ms. Friederichsen’s personal account. The Company further
      agrees to pay to the COBRA Administrator six (6) months of Ms. Friederichsen’s
      COBRA premium payments for her and her spouse in the total amount of Six
      Thousand, Five Hundred Sixty-Five and 80/100 ($6,565.80). Thereafter Ms.
      Friederichsen shall be solely responsible for her COBRA payments should she
      choose to continue such benefits coverage. The Company shall not be providing
      Ms. Friederichsen any separate or additional notice with respect to this COBRA
      payment obligation.

     

    2. Return
      of Property.
      Except
      as otherwise discussed herein, Ms. Friederichsen agrees immediately to return
      to
      the Company all property of the Company which she has in her custody or control
      such as keys, key cards, passwords, office equipment, forms, manuals, customer
      files, personnel files, or other confidential or proprietary materials of the
      Company. The Company agrees to allow Ms. Friederichsen to keep the Dell PC
      purchased by the Company for Ms. Friederichsen that she has maintained at her
      residence. Ms. Friederichsen represents that there is no Company-related
      information and software on that computer.

     

    3. Release
      of Known and Unknown Claims.
      In
      consideration of the payments outlined above and the further agreements set
      forth below, and excepting only the obligations created in this letter
      Agreement, Ms. Friederichsen hereby agrees unconditionally to release and
      discharge United Pan Am Financial Corporation,
      United Auto Credit Corporation, their respective current and former officers,
      directors, shareholders, employees, representatives, attorneys and agents,
      as
      well as their predecessors, parents, subsidiaries, affiliates, divisions, and
      successors in interest, of and from any and all claims, demands, liabilities,
      suits or damages of any type or kind, whether known or unknown, including,
      but
      not limited to, any claims or demands arising from or in any way related to
      Ms.
      Friederichsen’s employment with or separation from the Company on or before the
      date of the execution of this Agreement. Ms. Friederichsen also hereby releases
      the Company from any claims made to recover additional taxes paid under Internal
      Revenue Code Section 409A.

     

    
      
         

      

      
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    This
      release specifically includes, without limitation, all claims for wrongful
      discharge, breach of express or implied contract, defamation, fraud,
      misrepresentation, discrimination, harassment, breach of implied covenant of
      good faith and fair dealing, compensatory and/or other relief relating or in
      any
      way connected with the terms, conditions, and benefits of employment,
      discrimination based on race, color, sex, religion, national origin, age,
      marital status, handicap and medical condition, and/or all claims arising under
      Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e
et
      seq.,
      the Age
      Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit
      Protection Act, the California Fair Employment and Housing Act, the California
      Labor Code, the Family and Medical Leave Act, the California Family Rights
      Act,
      COBRA, the Employee Retirement Income Security Act of 1974 (“ERISA”), and/or
      violations of any other statutes, rules, regulations or ordinances whether
      federal, state or local.

     

    It
      is
      understood and agreed that this release extends to all claims of whatever
      nature, known or unknown, and includes all rights under Section 1542 of the
      Civil Code of California, which provides as follows:

     

    A
      general
      release does not extend to claims which the creditor does not know or suspect
      to
      exist in her or her favor at the time of executing the release, which if known
      by him or her must have materially affected her or her settlement with the
      debtor.

     

    Thus,
      notwithstanding the provisions of Section 1542, and for the purpose of
      implementing a full and complete release and discharge of all claims, Ms.
      Friederichsen expressly acknowledges that this Agreement also includes in its
      effect, without limitation, all claims that Ms. Friederichsen does not know
      or
      suspect to exist in her favor at the time of execution hereof, and that this
      Agreement contemplates the extinguishment of any and all such claim(s).
      Notwithstanding the foregoing, nothing in this Agreement shall prevent Ms.
      Friederichsen from filing a charge with any federal, state or administrative
      agency, but Ms. Friederichsen agrees not to participate in, and waives any
      rights with respect to, any monetary or financial relief arising from any such
      proceeding that relates to the matters released by this Agreement.

     

    4. No
      Admission of Liability.
      By
      entering into this Agreement, the Company and Ms. Friederichsen do not suggest
      or admit to any liability to each other or that they violated any law or any
      duty or obligation to the other party.

     

    5. Confidentiality.
      Ms.
      Friederichsen agrees that neither she nor her agents or representatives will
      disclose, disseminate and/or publicize, or cause or permit to be disclosed,
      disseminated or publicized, the existence of this Agreement, any of the terms
      of
      this Agreement, or any claims or allegations which she believes could have
      been
      made or asserted against the Company, directly or indirectly, specifically
      or
      generally, to any person, corporation, association or governmental agency or
      other entity, or participate, cooperate or assist any person(s) with respect
      to
      any claim they may have against the Company, except: (1) to the extent necessary
      to report income to appropriate taxing authorities; (2) to members of her
      immediate family; (3) in response to an order of a court of competent
      jurisdiction or subpoena issued under the authority thereof; or (4) in response
      to any inquiry or subpoena issued by a state or federal governmental agency;
      provided, however, that notice of receipt of such judicial order or subpoena
      shall be immediately communicated to the Company telephonically, and confirmed
      immediately thereafter in writing, so that the Company will have the opportunity
      to assert what rights it has to non-disclosure prior to the response to the
      order, inquiry or subpoena. Ms. Friederichsen also agree to maintain all
      non-public information regarding the Company while at the Company, including
      but
      not limited to, information regarding the Company’s customers, officers,
      directors, employees, financial and business information, and internal Company
      policies or procedures as strictly confidential and shall not disclose them
      to
      third parties.

     

    
      
         

      

      
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    In
      the
      event that the Human Resources Department of the Company receives an inquiry
      into Ms. Friederichsen’s employment with United Auto Credit Corporation related
      in any way to a future employment opportunity for Ms. Friederichsen, the Company
      will confirm, in writing, the dates of employment of Ms. Friederichsen, the
      last
      position she held with the Company, and her last salary. United PanAm Financial
      Corp. will announce the termination of Ms. Friederichsen as Executive Vice
      President and Chief Operating Officer of the Company and any positions held
      with
      subsidiaries. The parties have agreed that the Company will provide the
      following information to the California Employment Development Department:
“The
      Company terminated Ms. Friederichsen because it concluded it required a
      different skill set for the position on a going forward basis.” The Company will
      not contest Ms. Friederichsen’s receipt of unemployment. In return, Ms.
      Friederichsen will not provide or disclose any information, adverse or
      otherwise, regarding matters related to this Agreement or the Company to any
      other party or entity she is seeking employment with, nor with any current
      or
      past employees or vendors of the Company.

     

    Any
      violation of the confidentiality provision contained in this Agreement by Ms.
      Friederichsen shall be considered a material breach of this Agreement.


     

    7. Employee
      Contact. At
      no
      time shall Ms. Friederichsen contact any employee who is currently employed
      by
      United Auto Credit Corporation or United Pan Am Financial Corporation during
      normal business hours for any reason. Should Ms. Friederichsen maintain personal
      relationships with United Auto Credit Corporation or United Pan Am Financial
      Corporation employees outside of employment with the Company, Ms. Friederichsen
      shall at no time discuss the terms of this Agreement with current employees
      of
      the Company.

     

    8. Arbitration.
      Any and
      all disputes, controversies or claims arising under or in any way relating
      to
      the interpretation, application or enforcement of this Agreement, Ms.
      Friederichsen’s employment with the Company, any claim for benefits, or her
      separation of employment from the Company, including without limitation any
      claim by her that she was fraudulently induced to enter into this Agreement,
      or
      regarding the enforceability or interpretation of this Agreement, shall be
      settled by final and binding arbitration under the auspices and rules of JAMS
      or
      other mutually agreeable alternative dispute resolution service in accordance
      with that service’s rules for the resolution of employment disputes. Any such
      arbitration must be filed in Orange, California, and the laws of the State
      of
      California shall control except where federal law governs. The prevailing party
      in any such arbitration proceeding shall be entitled to reasonable costs and
      attorney’s fees. The award of the arbitrator is to be final and enforceable in
      any court of competent jurisdiction.

     

    9. Waiver
      and Modification.
      The
      failure to enforce any provision of this Agreement shall not be construed to
      be
      a waiver of such provision or to affect either the validity of this Agreement
      or
      the right of any party to enforce the Agreement. This Agreement may be modified
      or amended only by a written agreement executed by Ms. Friederichsen and a
      properly authorized designee of the Board of Directors of the
      Company.

     

    10. Integration.
      This
      Agreement constitutes a single, integrated written contract expressing the
      entire agreement of the parties hereto relative to the subject matter hereof.
      No
      covenants, agreements, representations, or warranties of any kind whatsoever
      have been made by any party hereto. All prior discussions and negotiations
      have
      been and are merged and integrated into, and are superseded by, this
      Agreement.

     

    11. Severability.
      In the
      event that any provision of this Agreement should be held to be void, voidable,
      or unenforceable, the remaining portions hereof shall remain in full force
      and
      effect.

     

    12. Governing
      Law.
      This
      Agreement shall be construed in accordance with, and be governed by the laws
      of
      the State of California.

     

    
      
         

      

      
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    13. Right
      to an Attorney, Time to Consider.
      Ms.
      Friederichsen has been advised of her right to consult with counsel of her
      choosing with respect to this Agreement. Ms. Friederichsen acknowledges that
      she
      has had sufficient time to consider the Agreement and to consult with counsel
      and that she does not desire additional time. 

     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS.

     

     

    UNITED
      PANAM FINANCIAL CORPORATION

    


    


    
      	/S/
              Giles H. Bateman	 	Dated:
              July 30, 2008 
	By: Giles H. Bateman	 	 


    

     

    I
      have carefully read this Agreement and understand that it contains a release
      of
      known and unknown claims. I acknowledge and agree to all of the terms and
      conditions of this Agreement. I further acknowledge that I enter into this
      Agreement voluntarily with a full understanding of its
      terms.

     

     

    
      
        	/S/
                Stacy Friederichsen	 	Dated:
                July 30, 2008 
	
                Stacy
                  Friederichsen

              	 	 


      

       

      
        
           

        

        
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