EMPLOYMENT AGREEMENT
Employment
Agreement, dated as of December 1, 2006, by and between MARY H.
McLEOD, an individual with an address at 1819 Pitts Road, Richmond,
Texas 77469
("Executive"),
and National
Actuarial
Pension Services, Inc., a Texas
corporation with its
principal office located at 10777 Westheimer, Suite 220,
Houston, Texas 77042 (the "Company").
RECITALS
A.
Pursuant to that certain Stock Purchase Agreement, dated as of
December
1, 2006 (the "Purchase Agreement"), by and among, the Company, National
Investment Managers Inc. ("NIM") and Charles N. McLeod ("C.
McLeod") and Mary H.
McLeod ("M.
McLeod"
and collectively with C. McLeod, the "Sellers"),
contemporaneously with
the execution of this Agreement, NIM acquired Sellers'
equity interest in the Company.
B.
Pursuant to the Purchase Agreement, NIM has agreed to cause the
Company
to retain Executive as an employee during the Term (as defined
below).
C.
Executive desires to be employed by the
Company during the
Term, all
upon the terms and conditions set forth herein.
NOW,
THEREFORE, the Company and Executive agree as follows:
1 Engagement; Duties.
Subject to the terms and conditions set forth herein, the
Company shall employ
Executive,
and Executive shall serve the Company, as
Assistant Treasurer during the Term (as defined in Section 2). In
such capacity,
Executive shall
perform duties and be assigned responsibilities that are
substantially similar
to those performed by the Executive immediately prior to
the date hereof
and as may be
assigned to him from time to time.
During the
Term, the Executive shall report to the Chief Executive Officer and Chief
Operating Officer of
NIM. During the Term,
Executive shall use
his reasonable
efforts to promote the
interests of the Company, shall perform his duties
faithfully and diligently, consistent with sound business practices and shall
devote his "full business time" to the performance of his duties
for the Company
in accordance
with the terms
hereof. For purposes of this Section 1, "full
business time"
shall mean an average of 37.5 hours per week for the
Term as
extended.
2 Term. Unless this
Agreement is terminated pursuant to Section 5, the term
of
this Agreement ("Term") shall be for a period of one (1) year.
3 Compensation. As consideration for the performance by Executive
of Executive's
obligations under this Agreement, the Company shall pay Executive a
base salary
as follows:
(A) During
the Term, the Company
shall pay Executive a base salary ("Base
Salary") at the
annual rate equal to Twelve Thousand Five Hundred Dollars
($12,500).
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(B) The
Base Salary
shall be payable in
accordance
with the Company's
normal payroll
policy. The Company shall deduct from the Base Salary
and any
Bonus any federal, state or local withholding taxes, social security
contributions and any
other amounts
which may be
required to be deducted or
withheld by the Company pursuant to any federal,
state or local laws,
rules or
regulations.
4
Reimbursement of Expenses; Fringe Benefits.
(A)
Expenses. During the
Term, the Company shall reimburse Executive for
ordinary and
necessary business expenses incurred by Executive in the
performance of
Executive's
duties on behalf of
the Company including
but not
limited to automobile
expense reimbursement
at prevailing
IRS mileage rates,
provided, however,
that such expenses
were incurred in the
furtherance of the
Company's business,
that Executive presents evidence of such expenses as may be
required under the policies of the Company, and that any such
expenses in excess
of $500 are approved in advance in writing.
(B) Fringe
Benefits. During the Term, Executive shall be entitled to those
fringe benefits and
perquisites
that are provided to
other executives of
the
Company generally,
including any health or other insurance, pension and/or
retirement, or
welfare plan. Notwithstanding the foregoing, the parties
acknowledge and agree
that Executive shall
not be entitled to fringe benefits
and perquisites identified as non-recurring on Exhibit A annexed
hereto.
(C)
Vacation/CE.
Executive shall be entitled to 15 paid
vacation days
during each calendar year of the Term, pro-rated for any partial calendar
year,
at such times as are mutually agreed upon by Executive
and NIM. Executive may
attend continuing
education conferences in accordance with Company policy
without loss of
compensation,
which shall include attendance at Board of
Directors and
other committee meetings for American Society of Pension
Professionals and Actuaries and similar organizations.
(D) Sick
Leave. Executive
shall be entitled to
sick leave in
accordance
with Company policy.
5 Termination. The
Company may terminate this Agreement upon Executive's death,
and may terminate
this Agreement at any earlier time at the option of the
Company due to
Executive's
Disability
(as defined below) or for Cause (as
defined below).
The Executive may
terminate this Agreement for Good Reason,
immediately upon written notice from the Executive to the
Company.
(A) As
used in this Agreement:
(i) The term "Disability" means the inability of Executive
substantially to
perform his duties and
obligations under this
Agreement for
thirty (30)
consecutive
days or thirty
(30) days in any one
hundred eighty
(180)-day period because of any mental or physical incapacity.
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(ii) The term "Cause"
means (A) any act by Executive that damages,
in any material respect, the reputation, business or business relationships of
the Company, (B) any
action by Executive
that constitutes a
fraud against the
Company, (C) the
conviction
of Executive of a misdemeanor or felony, (D)
Executive's refusal or failure to perform his duties that continues
for a period
of five (5) days after written notice of such refusal or failure is
given by the
Company to Executive,
(E) any material breach by Executive of this Agreement or
any other agreement between Executive and the Company,
or any affiliate of
the
Company, that
continues for a period
of five (5) days after written notice of
such breach is given
by the Company to
Executive,
or (F) any
failure by the
Executive to maintain his securities reg
