EMPLOYMENT
AGREEMENT
THIS
AGREEMENT is entered in
between Freedom Financial Group, Inc., a Delaware corporation
(hereinafter “Company”) and Jerald L. Fenstermaker of
Springfield, Missouri, (hereinafter “Employee”) and on
this 8th day of December, 2008, agree as follows:
WHEREAS , Employee is presently President of
Company;
WHEREAS , Employee is presently employed under an
Employment Agreement dated 16 th day of August, 2007, and ending January 9,
2009;
WHEREAS , Company and Employee desire to enter into a
new agreement for employment of Employee for a period beginning on
December 1, 2008, and ending November 30, 2011, and thereby
rescinding the Employment Agreement dated August 16,
2007;
NOW,
THEREFORE , in
consideration of the covenants and agreements as hereinafter set
forth, the parties agree as follows:
1.
Employment . Subject to the terms and
conditions of this Agreement, effective as of December 1, 2008, the
date of this Agreement, the Company hereby employs Employee to
perform the duties described in Section 4 hereof.
2.
Term of the Agreement . The term of this
Agreement is for a period beginning on December 1, 2008 (the
“Effective Date”) and ending November 30, 2011, subject
to earlier termination as provided herein. Employee
agrees that this Agreement supersedes and replaces his Employment
Agreement dated August 16, 2007, as amended, and
extended.
3.
Compensation of Employee :
(a)
Base Compensation : Employee will be paid an annual base
salary of $200,000.00 a year, payable in equal bi-weekly payments
which shall be made on the same day and date as other employees of
Company are paid, and prorated for any partial pay
period. Annual compensation of $200,000.00 is gross
compensation. Employee’s base salary is subject to
annual review by the Board of Directors of the
Company. Company will deduct therefrom the normal and
usual deductions for taxes, insurance and deductions of a similar
nature.
(b)
Incentive Compensation : In addition to Base Compensation,
Employee will be entitled to receive the incentive compensation
provided in the Management Compensation Plan adopted effective
April 9, 2008, as amended.
4.
Duties of Employee . Employee shall,
during the term hereof, have the title of President of the Company,
and shall perform such duties as and have such authority as are
customary and usual for such position. Without limiting
the generality of the foregoing:
(a)
Full Time . Employee shall devote
Employee’s full working time during regular and normal
business hours to the business of the Company and shall, in
accordance with professional standards generally observed by senior
management of the Company, seek to maximize the financial success
of the Company’s business and to optimize the goodwill and
reputation of the Company within its industry and with its
customers. Nothing contained herein shall be construed
to prohibit Employee from engaging in other businesses so long as
such business does not compete with the business of the Company or
conflict with the Employee’s duties hereunder;
(b)
Reporting . Employee shall report to the Board of
Directors of the Company.
5.
Expenses . Employee will be authorized to
incur reasonable and necessary expenses in connection with the
discharge of Employee’s duties and in promoting the business
of the Company. The Company, according to its usual
practices, will reimburse Employee for all such reasonable and
necessary expenses upon presentation of a properly itemized account
of such expenditures, setting forth the business reasons for such
expenditures.
6.
Other Benefits . Employee shall be
entitled to pension, profit sharing and fringe benefits, such as
hospitalization, medical, life and other insurance benefits, sick
pay and short-term disability, and paid time off including
vacation, as are provided for other management employees of the
Company and approved by the Board of Directors of the Company (the
“Fringe Benefits”). Employee acknowledges
that the Company shall have the right to change the Fringe Benefits
from time to time, and such changes shall not be deemed a
termination of employment by the Company.
7.
Termination by the Company Due to Death, Disability, Cause or
Other .
(a)
Death, Disability . In the event of
Employee’s death during the Term, this Agreement and the
employment of Employee hereunder shall terminate automatically as
of the date of death, except that Sections 9, 10, 11, 12, 13, 14,
15, and 16 shall survive such termination. In the event
of Employee’s Disability (as hereinafter defined) for ninety
(90) consecutive calendar days or one hundred and twenty (120)
calendar days in the aggregate during any consecutive twelve (12)
months of the Term, the Company shall have the right, by written
notice to Employee, to terminate this Agreement and the employment
of Employee hereunder as of the date of such notice, except that
Sections 9, 10, 11, 12, 13, 14, 15, and 16 shall survive such
termination. “Disability” for the purposes
of this Agreement shall mean Employee’s physical or mental
disability so as to render Employee incapable of carrying out
substantially all of Employee’s duties under this
Agreement. In the event of termination pursuant to this
subsection (a), the Company shall not be under any further
obligation to Employee hereunder except to pay Employee (or
Employee’s estate) within thirty (30) days of such
termination (i) salary, declared bonuses and benefits (including
paid time off pay) accrued and payable up to the date of
termination, (ii) reimbursement for expenses accrued and payable
under Section 5 hereof through the date of termination.
(b)
Cause . The Company shall have the right to
discharge Employee and terminate this Agreement for Cause (as
hereinafter defined) by written notice to Employee and this
Agreement shall be deemed terminated as of the date of such notice,
except that Sections 9, 10, 11, 12, 13, 14, 15, and 16 shall
survive such termination. For the purpose of this
Agreement, “Cause” shall mean (i) conviction of, or a
plea of nolo contendere to, a felony, (ii) substantial neglect,
substantial misconduct or substantial failure (including conflict
of interest) in the carrying out of Employee’s duties in
accordance with Section 4 hereof, (iii) the engaging by Employee in
a material act or acts of dishonesty adversely affecting the
Company, any affiliate or any client of the Company, or (iv)
habitual drunkenness or the illegal use of drugs by
Employee. In the event of a termination pursuant to this
subsection (b), the Company shall not be under any further
oblig
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