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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Saxon Capital Inc; Saxon Capital, Inc.

Date:

2005

Size:

Preview shows 14KB of 43KB total

Price:

$41

ID:

#1544836

 

 

► Employment ► Employment Agreements
► Financial ► Consumer Financial Services

 

 

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EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 2nd day of March, 2005, by and between SAXON CAPITAL, INC., a Maryland corporation (the ?Company?), and JAMES V. SMITH ("Executive").

RECITALS

WHEREAS, Executive and Saxon Capital wish to enter into this Agreement in order to set forth the terms and conditions of Executive?s employment by the Company;
NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties hereto agree as follows:

AGREEMENT

ARTICLE I.

EMPLOYMENT

1.1. Term. This Agreement shall be effective from the Effective Date and shall remain in effect until midnight on the first anniversary of the Effective Date (the "Initial Term"), and will automatically be renewed for successive one-year terms (each an "Additional Term" and referred to herein together with the Initial Term as the "Term"), unless either the Company or Executive notifies the other in writing of its intention to terminate the Agreement as of the end of the then current Initial Term or Additional Term, as applicable, at least ninety (90) days prior to the end thereof.

1.2. Position and Duties. The Company hereby engages and employs Executive as an Executive Vice President of the Company. The Board may provide such additional designations of title to Executive as the Board, in its discretion, may deem appropriate. Executive shall perform the executive duties and functions related to the above positions, subject to the limitations of authority set forth from time to time in any resolution of the Board or applicable law.

1.3. Best Efforts. Executive agrees to devote his full time and attention to the Company, to use his best efforts to advance the business and welfare of the Company, to render his services under this Agreement fully, faithfully, diligently, competently and to the best of his ability, and not to engage in any other employment activities. Notwithstanding anything herein to the contrary, Executive shall not be precluded from: (i) engaging in charitable activities and community affairs and managing his personal investments and affairs; provided, that such activities do not materially interfere with the proper performance of his duties and responsibilities under this Agreement; or (ii) owning up to 1% of a publicly-held company engaged in the same or similar business as the Company.

ARTICLE II.

COMPENSATION AND BENEFITS

2.1. Base Salary. For all services to be rendered by Executive under this Agreement, the Company agrees to pay Executive an annual base salary ("Base Salary") of $250,000 (subject to adjustment upward as recommended by the Compensation Committee of the Board (the "Compensation Committee"), less deductions required by law, payable in accordance with the normal payroll practices of the Company.

2.2. Annual Performance Bonus.

(b) Payment of Performance Bonus. The Company shall pay to Executive an annual cash bonus with a target opportunity equal to 100% of Executive?s Base Salary (?Target Bonus?) and a maximum opportunity equal to a percentage of total mortgage loan production by the Company and its subsidiaries, which percentage and total bonus shall be approved by the Board, or the Compensation Committee, based on Executive?s performance and the performance of the Company during the prior fiscal year (?Bonus?). On or before March 1 of each year, the Company shall pay to Executive the estimated amount of such Bonus (the ?Estimated Bonus?) based on the unaudited financial statements of the Company for the prior fiscal year. On or before April 15 on each year, the Estimated Bonus shall be adjusted in accordance with the audited financial statements of the Company for the prior fiscal year. The Board, or the Compensation Committee, shall promptly notify Executive in writing of the amount of adjustment, if any. If the Bonus is greater than the Estimated Bonus, the Company shall pay to Executive and additional cash payment equal to the amount by which the Bonus exceeds the Estimated Bonus. If the Bonus is less that the Estimated Bonus, Executive shall pay to the Company a cash payment equal to the amount by which the Estimated Bonus exceeds the Bonus. Any amount required to be paid pursuant to the preceding two sentences shall be made by the responsible party within ten (10) business days of the delivery of notice of adjustment to executive. Except as provided in Section 2.2(b), the Company shall not be obligated to pay Executive any Bonus for his performance or the Company?s performance during any year, unless Executive is employed through December 31 of such year.

(b) Pro-Rated Bonus Upon Change in Control or Death. Within fifteen (15) days following (i) the consummation of a Change in Control (as defined below), (ii) Executive's death, or (iii) termination of Executive?s employment due to disability, the Company shall pay to Executive or to his estate or heirs an amount equal to 100% of Executive's annual Base Salary, pro-rated from January 1 of the year in which such Change in Control or death or termination of employment due to disability occurs through and including the date of such Change in Control or death or termination of employment due to disability (the "Pro-Rated Bonus").

 

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