EXECUTIVE EMPLOYMENT AGREEMENT



         THIS EXECUTIVE EMPLOYMENT AGREEMENT, hereinafter referred to as the

"Agreement," is entered into on this 15th day of September, 2001, at San Diego,

California, by and between DIRECT III MARKETING, INC., a Delaware corporation,

hereinafter referred to as "DIRECT III," and DOUGLAS L. FEIST, hereinafter

referred to as "Executive".



         Executive has substantial experience in the corporate and legal matters

and the student loan industry. DIRECT III is entering into this Agreement in

recognition of the importance of Executive's services as Executive Vice

President, Secretary, and General Counsel to the continuity of management of

DIRECT III and based upon its determination that it will be in the best interest

of DIRECT III to encourage Executive's continued attention and dedication to

Executive's duties on behalf of DIRECT III on into the future. (Certain

capitalized terms used in this Agreement have the meanings ascribed to them in

Section 22 below.)



         Effective as of the date first set forth above, hereinafter referred to

as the "Effective Date," DIRECT III and Executive agree as follows:



         1. Employment Term. During the period specified in this Section 1,

            ---------------

DIRECT III shall employ Executive, and Executive shall serve DIRECT III on the

terms and subject to the conditions set forth herein. The term of Executive's

employment under this Agreement shall commence on the Effective Date, and

subject to prior termination as provided in Section 9 below, shall continue

through June 30, 2003. Unless Executive's employment has been earlier

terminated, on and on each June 30th thereafter occurring during the term of

Executive's employment (each such June 30th being an "Extension Date"), the term

Executive's employment shall be extended by one (1) additional year so that, as

extended, the term will expire on the next anniversary of that particular

Extension Date (except that if the Scheduled Retirement Date is before the next

anniversary of that particular Extension Date, the term shall be extended only

through the Scheduled Retirement Date) unless, on or before the March 31 next

preceding such Extension Date, either party has given notice to the other of

Executive's or its intention that the term of Executive's employment should not

be so extended. The term of Executive's employment under this Agreement as

described herein above is sometimes referred to as the "Employment Period".



         2. Duties, Responsibilities, Reporting, No Service for Others.

            ----------------------------------------------------------



                  (a) At all times during this Employment Period, Executive (i)

shall have the titles of Executive Vice President, Secretary, and General

Counsel and shall perform the duties of those offices and such other duties in

furtherance of DIRECT III's business, consistent with the offices of Executive

Vice President, Secretary, and General Counsel, as may be assigned to Executive

from time to time by the Board of Directors of DIRECT III, hereinafter referred

to as the "Board of Directors", (ii) shall be a member of the Board of

Directors, and (iii) shall devote Executive's entire business time, energy,

talent, and best efforts to the faithful and efficient performance of

Executive's duties as Executive Vice President, Secretary, and General Counsel

and as a member of the Board of Directors.



                  (b) Executive shall report to and take direction from the

Chief Executive Officer and the Board of Directors.



                  (c) Executive shall not, at any time during the Employment

Period, directly or indirectly, render any business, commercial, or professional

services to any other person, firm, or



{PAGE}



organization (other than DIRECT III) for compensation without the prior approval

of the Board of Directors (except that Executive may, without the prior approval

of the Board of Directors, serve as a director or trustee of one or more other

entities provided Executive's service in that capacity does not interfere with

the performance by Executive of Executive's duties hereunder, which approval is

hereby given for Douglas L. Feist Professional Corporation and the legal advice

activities related thereto), nor shall Executive, directly or indirectly, have

any debt or equity investment in any business enterprise (other than DIRECT III)

engaged to any extent in the student loan origination, servicing, purchasing,

selling, and securitization business. Nothing in this Agreement shall preclude

Executive from devoting reasonable periods of time to charitable and community

activities or the management of Executive's personal investment assets provided

(i) such activities do not interfere with the performance by Executive of

Executive's duties hereunder, and (ii) Executive does not invest, directly or

indirectly, in any business entity (other than DIRECT III), except that

Executive may invest in any such entity if its stock is publicly traded and

Executive does not, alone or in concert with any other person or persons, have

or acquire beneficial ownership of more than Two Percent (2%) of the outstanding

stock of the entity.



         3. Compensation.

            ------------



                  (a) Base Salary. During the Employment Period, DIRECT III

shall pay to Executive a base salary in regular equal installments in accordance

with DIRECT III's usual payroll practice. From the Effective Date through

October 31, 2001, no salary shall be due Executive hereunder. Beginning November

1, 2001, the initial rate of Executive's base salary shall be ONE HUNDRED FORTY

THOUSAND AND NO/100 DOLLARS ($140,000.00) per annum. On June 30, 2002,

Executive's base salary shall be increased to ONE HUNDRED SIXTY THOUSAND AND

NO/100 DOLLARS ($160,000.00) per annum. The rate of Executive's base salary

shall be reviewed at least annually towards the end of DIRECT III's fiscal year

(with a first review to be completed no later than June 30, 2003), and may be

adjusted at least once each year as may be determined by the Compensation

Committee of the Board of Directors, hereinafter referred to as the

"Compensation Committee".



                  (b) Annual Incentive Compensation. During the Employment

Period, Executive will be a participant in DIRECT III's Annual Incentive Plan on

such terms and with such target and maximum incentive bonus as the Compensation

Committee may from time to time determine.



                  (c) Long-Term Incentive Compensation. During the Employment

Period, and if implemented by the Board of Directors, Executive shall be a

participant in DIRECT III's Stock Option Plan and shall receive such awards

thereunder as the Compensation Committee may from time to time determine.

Furthermore, it is anticipated that if Executive remains in Executive's position

with DIRECT III through the each anniversary of Executive's initial hiring,

Executive shall receive additional non-qualified stock option awards for

additional shares of the common stock of DIRECT III as determined by the

Compensation Committee.



         4. Employee Welfare Benefits. During the Employment Period, Executive

            -------------------------

shall be entitled to participate in, and shall receive benefits in accordance

with the terms of all welfare benefits plans, practice, policies, and programs

that are made available by DIRECT III to either salaried employees of DIRECT III

(including any medical and life insurance plans and programs) or other similar

executive officers of DIRECT III, whichever is greater.



         5. Retirement Benefits. During the Employment Period, Executive shall

            -------------------

be entitled to participate in the DIRECT III MARKETING 401(K) PLAN, and any

other retirement benefits implemented by the Board of Directors, in each case in

accordance with the terms and conditions of the applicable plan.



{PAGE}



         6. Reimbursement for Business Expenses. Subject to such limitations as

            -----------------------------------

may be reasonably imposed by the Board of Directors from time to time during the

Employment Period, DIRECT III shall reimburse Executive for all reasonable

employment-related expenses incurred by Executive in the performance of

Executive's duties under this Agreement, provided that Executive appropriately

accounts to DIRECT III with respect to all such expenses in accordance with the

reimbursement accounting policies established by DIRECT III for similar

executive officers from time to time during the term hereof.



         7. Vacations. During the Employment Period, Executive shall be entitled

            ---------

to take periodic vacations subject to the provisions of DIRECT III's vacation

policy as in effect from time to time, but not less than FIVE (5) weeks per

year, with such vacation to be taken at such time or times as Executive may

determine in such manner as to avoid undue disruption to the business of DIRECT

III.



         8. Effect of Disability While in the Employ of DIRECT III. If during

            ------------------------------------------------------

the Employment Period, Executive becomes disabled by reason of physical or

mental impairment to such an extent that Executive is unable to substantially

perform Executive's duties under this Agreement (as determined in the reasonable

judgment of the Board of Directors):



                  (a) DIRECT III may relieve Executive of the duties under this

Agreement for as long as Executive is so disabled;



                  (b) DIRECT III shall pay to Executive, net of the offset

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC