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CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

Employee Retention Agreement

CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT | Document Parties: FCSTONE GROUP, INC. | Employment FCStone Group, Inc | FCStone, LLC You are currently viewing:
This Employee Retention Agreement involves

FCSTONE GROUP, INC. | Employment FCStone Group, Inc | FCStone, LLC

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Title: CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
Date: 7/15/2008
Industry: Business Services     Sector: Services

CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT, Parties: fcstone group  inc. , employment fcstone group  inc , fcstone  llc
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Exhibit 10.1

EXECUTION COPY

CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

AGREEMENT effective September 1, 2007, between FCStone, Group, Inc., and Paul G. Anderson.

1. Employment. FCStone Group, Inc., (hereinafter referred to as “Employer”) employs Paul G. Anderson (hereinafter referred to as “CEO”) as Chief Executive Officer of Employer, and CEO accepts full-time employment, upon the terms and conditions set forth in this Agreement. For purposes of this Agreement, while Employer shall be the CEO’s employer of record, the term “Employer” shall be defined as including Employer’s subsidiaries as the context requires. The agreements contained herein are in consideration of CEO’s continued employment, and are in place of all previously established agreements and understandings between the Employer, its subsidiaries and CEO. Without limiting the generality of the foregoing, this Agreement supersedes and replaces the “Chief Executive Officer Employment Agreement” dated September 1, 2005, between FCStone, LLC and Paul G. Anderson.

2. Annual Review. CEO’s performance shall be reviewed each year by the Board of Directors of Employer (the “Board”), or by the Compensation Committee of the Board (the “Compensation Committee”). As part of the review, the Board shall review CEO’s Base Salary and may approve an increase, but not a decrease to CEO’s Base Salary. Such review shall be completed and communicated to CEO between the end of Employer’s fiscal year and the annual meeting of the Board.

3. Term of Employment. The term of CEO’s employment under this Agreement (“Term”) shall begin on September 1, 2007 and shall end on August 31, 2012. During the Term, Employer’s employment under this Agreement can be terminated by Employer or CEO pursuant to Paragraphs 9 and 10, respectively.

4. Compensation and Benefits. As compensation for all services by CEO under this Agreement, CEO shall be entitled to the following compensation during the Term:

a. Base Salary. CEO shall be paid an annualized Base Salary of $550,000, or as increased by the Board from time to time. Base Salary, as adjusted by the Board, shall be considered the new Base Salary for purposes of this Agreement. CEO’s Base Salary shall be payable in accordance with Employer’s regular payroll practices and shall be subject to applicable required withholding and authorized deductions. Execution of this Agreement by CEO shall constitute written authorization for Employer to make the withholdings from CEO’s compensation as provided by this Sub-paragraph 4(a).

b. Annual Bonus Opportunity. Employer agrees that CEO shall be eligible to receive an annual performance bonus (“Annual Bonus”) from Employer with respect to each fiscal year of Employer that ends during the Term, subject to the terms and conditions as set by the Board or Compensation Committee. Prior to or within the first 3 months of each fiscal year, the Compensation Committee,

 

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in consultation with CEO, shall identify the performance and other bonus eligibility criteria by which CEO’s bonus eligibility shall be determined for that fiscal year. The amount of any such Annual Bonus shall be determined by the Board or the Compensation Committee in its discretion, consistent with Employer’s performance, CEO’s contribution to Employer’s performance and any other bonus eligibility criteria set for that fiscal year. The parties agree that the threshold bonus opportunity shall be set at 125% of Base Salary, the annual target bonus opportunity shall be set at 200% of Base Salary; and there shall be no cap on the amount of Annual Bonus. The Annual Bonus, if any, shall be payable within 60 days of the end of the fiscal year in which it was earned. In order to be eligible to receive the Annual Bonus for a given fiscal year, CEO must be employed on the last day of the fiscal year in which the Annual Bonus was earned.

c. Long-Term Incentive Awards. Employer further agrees that CEO shall be eligible to receive annual long-term incentive (“LTI”) compensation with respect to each fiscal year of Employer that ends during the Term, subject to the terms and conditions as set by the Board or Compensation Committee in the FCStone Group, Inc. Executive Long Term Incentive Plan in effect for the then current fiscal year. Prior to or within the first 3 months of each fiscal year, the Board or Compensation Committee, in consultation with CEO, shall identify the performance and other eligibility criteria by which CEO’s LTI award shall be determined for that fiscal year. For fiscal year 2008, the Compensation Committee has agreed to use the same criteria for LTI as used for the Annual Bonus in Sub-paragraph 4(b) and has agreed that CEO’s LTI opportunity shall be based on the following schedule (For further details, see the FCStone Group, Inc. Executive Long Term Incentive Plan Effective Fiscal Year 2008):

 

Annual Threshold LTI Opportunity:   150% of Base Salary
Annual Target LTI Opportunity   300% of Base Salary
Annual Maximum LTI Opportunity:   600% of Base Salary

The Board or Compensation Committee, in its discretion, shall decide whether the annual LTI will be awarded in the form of a Full-Value Award, such as restricted stock, or in the form of an Appreciation-Only Award, such as stock settled stock appreciation rights, or as a combination of Full-Value Awards and Appreciation-Only Awards. If the annual LTI award is an equity-based award, then the calculation to determine the number of shares underlying the Full-Value Award and/or the Appreciation-Only Award shall be determined by calculating the “fair value” of such award in accordance with Statement of Financial Accounting Standards No. 123R. The LTI award, if any, shall be awarded within 90 days of the end of the fiscal year in which it was earned, and shall vest 25% on each of the first 4 anniversaries of the date of grant. If the LTI award is an Appreciation-Only Award, the exercise price of such award shall be the fair market value of a share of Employer’s common stock on the date of grant. In order to be eligible to receive the LTI award for a given fiscal year, CEO must be employed on the last day of the fiscal year in which the LTI award was earned. The parties agree that, with respect to CEO, this Sub-paragraph 4(c) replaces and supersedes any previous long-term or short-term incentive plans, programs or policies of Employer or its affiliates in which CEO has been eligible in the past.

 

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d. Executive Benefits. CEO will be eligible to participate in all employee and executive pension and welfare benefit plans and programs, fringe benefits and perquisites generally available to Employer’s senior executives, as amended from time to time. CEO will have access to the company aircraft for business travel as stipulated by company policy and procedures. CEO will be entitled to first-class air (to the extent that CEO is not using the company aircraft) and ground travel and accommodations while traveling on business for Employer.

e. Expenses. CEO may incur reasonable expenses in carrying out his duties and responsibilities under this Agreement and for promoting Employer’s business, including expenses for entertainment, travel and similar items. Subject to applicable tax and other laws, Employer will reimburse CEO for all such reasonable expenses upon CEO’s periodic presentation of an itemized account of such expenditures, with substantiation, in accordance with Employer’s regular policies as established from time to time. In addition to the general reimbursable expenses pursuant to Employer’s policies and practices, CEO also shall be entitled to prompt reimbursement for the reasonable cost and value of CEO’s personally owned property and facilities utilized for entertainment on behalf of Employer, subject to applicable tax laws.

f. Paid Time Off. CEO shall be entitled to earn and carry-over Paid Time Off (“PTO”) pursuant to Employer’s then-current PTO policy, but in no event shall CEO be entitled to earn less than 20 days of PTO per year and carry over up to 10 days of unused PTO to be used in the next calendar year. The scheduling of CEO’s PTO shall be within the sole discretion of CEO, but shall be scheduled to be consistent with and not conflict with CEO’s duties.

g. Leaves of Absence. CEO shall be granted leaves of absence for sickness, medical conditions of CEO or members of his family, jury duty, military training and other reasons deemed appropriate by Employer, as governed by Employer’s then- current policies.

5. Titles, Duties and Responsibilities, Reporting. During the Term, CEO shall serve as Employer’s President and Chief Executive Officer and also shall serve as an officer of such other subsidiaries of Employer as the Board shall direct. CEO shall be responsible for the general management and operation of Employer and shall have such other duties as may be from time to time reasonably and lawfully assigned by the Board. CEO shall report solely and directly to the Board. CEO further agrees to accept re-election and to serve during all or any part of the Term as a director of Employer without any compensation therefor other than that specified in this Agreement, if re-elected to such position by the shareholders of Employer. Employer shall re-nominate CEO to be a director of the Board and shall use its best efforts to cause CEO to be re-elected as a director, subject to approval as required by Employer’s by-laws and governing Board rules and regulations.

6. Scope of Service. CEO shall devote substantially all of his entire time, attention and energies to Employer’s business and shall not during the Term be engaged in any other business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the written permission of the Board. However, CEO may invest and manage his personal assets in such

 

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form or manner as will not require CEO’s services in the operation of the affairs of the companies in which such investments are made. Additionally, CEO may participate in corporate, trade organization or charitable board memberships that do not materially conflict with his employment with Employer or materially interfere with his employment duties, provided that CEO first discloses any such proposed memberships to the Board.

7. Compliance with Laws, Regulations, Rules and Policies. During the Term, CEO shall perform CEO’s duties faithfully and diligently and in compliance with all applicable laws, regulations, Employer policies, handbooks, and manuals, and reasonable and lawful direction from the Board. Such compliance with laws and regulations shall include, but not be limited to, compliance with the Commodity Exchange Act, the rules and regulations of the Commodity Futures Trading Commission, and the rules and regulations of all exchanges and clearing corporations on which Employer or other FCStone companies transact business. CEO shall also comply with all Employer policies respecting ethics, trading in Employer and affiliated companies’ stock, and all applicable rules and regulations of the Securities and Exchange Commission.

8. Indemnification. CEO shall be entitled to indemnification by Employer in accordance with the provisions of Employer’s by-laws and the implementing Board resolutions as in effect on the date of this Agreement or, if more favorable to CEO, the provisions of such by-laws as in effect at the time indemnification is requested. During the Term and during the 6 year period immediately following the Term, Employer shall maintain a directors’ and officers’ insurance policy (“D&O Policy”) at the same or greater levels as the levels in the D&O policy in place on the date this Agreement becomes effective.

9. Termination by Employer. During the Term, Employer may terminate CEO’s employment if any one or more of the following shall occur:

(a) Death. CEO shall die during the Term; provided, however, that CEO’s legal representatives shall be entitled to receive (1) CEO’s Base Salary and reimbursable business expenses incurred up through the date of CEO’s death; (2) earned but unpaid Annual Bonus, if any, due CEO under this Agreement; (3) a pro-rata Annual Bonus based on actual bonus, determined and paid out at the end of the fiscal year, with respect to the fiscal year of Employer during which death occurs; and (4) any other vested and accrued compensation and benefits due CEO under this Agreement or other plan, policy, program, agreement or arrangement of Employer. Upon CEO’s death, he shall become fully vested in all LTI awards, stock awards options and similar equity rights, and all such rights shall become immediately exercisable and remain exercisable for one year from the date of CEO’s death. Employer shall pay the group health insurance continuation premiums for CEO’s eligible dependents to the extent and for as long as they are eligible for continuation rights under COBRA.

(b) Disability. CEO shall become physically or mentally disabled, by meeting the definition of disability under Employer’s Long-Term Disability Insurance Policy (“LTD Policy”) or, if there is no LTD Policy, as determined by a licensed physician mutually

 

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selected by Employer and CEO that CEO is unable substantially to perform his duties and responsibilities hereunder for (1) a period of 180 consecutive days; or (2) for shorter periods aggregating 180 days during any twelve-month period (collectively referred to as the “Disability Period.”). In the event that Employer and CEO cannot agree on a licensed physician to make the disability determination, each party shall select a licensed physician and the two licensed physicians shall select a third licensed physician to make the disability determination for purposes of this provision. Employer shall continue to pay CEO his compensation, less any short term disability (“STD) benefits or long-term disability (“LTD”) benefits that CEO receives through Employer’s STD or LTD policy or plan, benefits and reimbursable business expenses up through the Disability Period. The last day of the Disability Period shall be the date of termination of CEO’s employment for purposes of this Agreement. If Employer terminates CEO’s employment due to disability, CEO shall receive (1) earned but unpaid Annual Bonus, if any, due CEO under this Agreement; (2) a pro-rata Annual Bonus based on actual bonus, determined and paid at the end of the fiscal year, with respect to the fiscal year of Employer during which disability occurs; and (3) any other vested and accrued compensation and benefits due CEO under this Agreement or other plan, policy, program, agreement or arrangement of Employer. Upon CEO’s disability, he shall become fully vested in all LTI awards, and stock awards options and similar equity right and all such rights shall become immediately exercisable and remain exercisable for one year from the date of CEO’s date of termination. Employer also shall pay the group health insurance continuation premiums for CEO’s eligible dependents to the extent and for as long as they are eligible for continuation rights under COBRA.

(c) For Cause. CEO acts, or fails to act, in a manner that provides Cause for termination of employment. For purposes of this Agreement, the term “Cause” means (i) any material breach by CEO of any material term of this Agreement; (ii) the willful and continued failure of CEO to perform his duties hereunder; (iii) CEO willfully engages in acts of misconduct that materially impact the goodwill or business of Employer; (vi) CEO willfully breaches a fiduciary trust for personal profit; or (v) CEO willfully violates any law, rule or regulation; provided, however, that no termination under (i) or (ii) above shall be effective unless the CEO does not cure such refusal or failure to the Board’s good faith satisfaction as soon as practicable after the Board gives the CEO written notice identifying with specificity such breach or failure (and, in any event, within 30 calendar days after receipt of such written notice). No act or failure to act on the part of the CEO shall be considered “willful” unless it is done, or omitted to be done, by the CEO in bad faith or without reasonable belief that his action or omission was in the best interest of Employer.

Employer shall give CEO written notice of its decision to terminate CEO’s employment for Cause and shall state the date of termination within the notice. If Employer terminates CEO’s employment for Cause, CEO only shall be entitled to be paid for any unpaid Base Salary, reimbursable business expenses and any vested and accrued compensation and benefits due CEO under this Agreement or other plan, program, policy, or agreement of Employer up through the date of termination and shall be entitled to no further compensation and benefits after the date of termination.

 

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(d) Change of Control. In the event of a Change in Control (as defined in the FCStone Group, Inc. Change in Control Severance Plan, as amended from time to time (the “CIC Plan”), CEO’s rights to payment upon Employer’s termination of CEO’s employment for other than Cause (as that term is defined in the CIC Plan), Disability, or Death or CEO’s termination of his employment for Good Reason (as that term is defined in the CIC Plan) in connection with a Change in Control shall be governed by the terms of the CIC Plan. If during the Term, Employer terminates or amends the CIC Plan in effect as of September 1, 2006, and such action reduces or eliminates any or all of CEO’s change-in-control benefits, then Employer shall provide CEO immediately before the effective date of such action with either a group or individual change-in-control agreement that provides equivalent, on a benefit by benefit basis, change-in-control benefits as provided under the CIC Plan.

(e) Without Cause. If Employer terminates CEO’s employment for any reason other than as described in Sub-paragraphs 9(a)-(d), the termination shall be deemed a termination Without Cause. Employer shall give CEO written notice of its decision to terminate CEO’s employment Without Cause and shall state the date of termination within the notice. In that event, CEO shall receive (1) any unpaid Base Salary and reimbursable business expenses due up through the date of termination; (2) earned but unpaid Annual Bonus, if any, due CEO under this Agreement; (3) a pro-rata Annual Bonus based on actual bonus, determined and paid at the end of the fiscal year, with respect to the fiscal year of Employer during which the termination occurs; (4) a lump-sum cash payment equal to 200% of the sum of CEO’s current annual Base Salary and his prior year Annual Bonus; and (5) any other vested and accrued compensation and benefits due CEO under this Agreement or other plan, policy, program, agreement or arrangement of Employer. Upon CEO’s termination Without Cause, he shall become fully vested in all LTI awards, stock awards, options and similar equity rights, and all such rights shall become immediately exercisable and remain exercisable for 2 years from the date of CEO’s termination. In addition, Employer also shall pay retiree health insurance premiums for CEO and his eligible dependents for 2 years. If Employer’s retiree health insurance benefits is not equal to or greater than Employer’s retiree health insurance benefits in effect on the effective date of this Agreement, or if Employer does not offer retiree health insurance benefits at the time of termination of CEO or at any time during the 2-year period immediately following the date of termination of CEO’s employment, then Employer shall provide CEO and his eligible dependents with alternative health insurance coverage equal to the retiree health insurance coverage in effect on the effective date of this Agreement for the 2-year period. (For example, if Employer ceases to offer retiree health insurance benefits one year after the date of the termination of CEO’s employment, then Employer will provide CEO with alternative health insurance coverage for the next year.)

10. Termination by CEO. CEO may terminate his employment under this Agreement with or without Good Reason on 30 days written notice to Employer. Termination by CEO for “Good Reason” shall mean any of the following occurring, without CEO’s prior written consent, within the 90 day period immediately preceding CEO’s written notice to Employer of his intent to terminate his employment (i) the assignment to CEO of any duties materially inconsistent with Paragraph 5, or any other action by the Board that results in a diminution in the CEO’s posit


 
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