EMPLOYMENT
AGREEMENT
THIS
AGREEMENT is entered in
between Freedom Financial Group, Inc., a Delaware corporation
(hereinafter “Company”) and Thomas M. Holgate of
Springfield, Missouri, (hereinafter “Employee”) and on
this 11th day of December, 2008, agree as follows:
WHEREAS , Employee is presently Vice President of
Company;
WHEREAS , Company and Employee desire to enter into an
agreement for employment of Employee for a period beginning on
December 1, 2008, and ending November 30, 2011.
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.
3.
Compensation of Employee :
(a)
Base Compensation
: Employee will be paid an
annual base salary of $145,000.00 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 $145,000.00 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.
(c)
Purchase of Real estate : In conjunction
herewith, Company and Employee and Employee’s spouse are
entering into a real estate contract wherein Company agrees to buy
Employee’s real estate located at 6013 S. Black Oak Drive,
Springfield, Missouri, (the Real Estate) for the maximum sum of
$345,000.00. If, on or before November 30,
2011, the Company sells the Real Estate at a price in
excess of $345,000.00, after deduction of all realtor fees and
other expenses incurred in conjunction with the sale of the Real
Estate, and if Employee’s employment with the Company is
continuous up to and including November 30, 2011, unless
Employee’s employment is terminate pursuant to Section 7(a)
or Section 7(c) hereof, then Company agrees that it will
pay to Employee 90% of the net sales price it realized from the
sale of the Real Estate above $345,000.00 as additional
compensation (Additional Compensation). The timing of the payment
of the Additional Compensation is at the sole discretion of Company
at anytime up to November 30, 2011, but if not paid by then, the
Additional Compensation will be payable by Company on or before
December 10, 2011. If Employee terminates his employment with
Company, either with or without cause, prior to November 30, 2011,
then this sub paragraph of this Employment Contract is null and
void and Company is under no obligation to pay any monies to
Employee from the sale of the Real Estate.
4.
Duties of Employee . Employee shall,
during the term hereof, have the title of Vice 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
President/CEO 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 3(c), 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 3(c), 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 accr
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