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EMPLOYMENT AGREEMENT
Employment Agreement, dated as of December 1, 2006, by and between
Charles
N. 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
President 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
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