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EMPLOYMENT AGREEMENT
Employment Agreement ("Agreement"), dated as of January 2, 2007, by
and
between Carmen Laverghetta, an individual with an address at
__________________________ ("Executive"), and Benefit Dynamics,
Inc., a
Pennsylvania corporation with its principal office located at
________________________ (the "Company").
RECITALS
A. Pursuant to that certain Stock Purchase Agreement entered by
and
between National Investment Managers Inc. ("NIM"), the Company, Jo
Ann Massanova
and Carmen Laverghetta dated January __, 2007 (the "Purchase
Agreement"),
contemporaneously with the execution of this Agreement, the Company
was acquired
by NIM.
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 Vice 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 Executive from time to
time. During
the Term, the Executive shall report to the Vice President of the
Company.
During the Term, Executive shall use Executive's reasonable efforts
to promote
the interests of the Company, shall perform Executive's duties
faithfully and
diligently, consistent with sound business practices and shall
devote
Executive's "full business time" to the performance of Executive's
duties for
the Company in accordance with the terms hereof. For purposes of
this Section 1,
"full business time" shall mean an average of forty (40) hours per
week during
the Term (as defined below).
2 Term. Unless this Agreement is terminated pursuant to Section 5,
the term of
this Agreement ("Term") shall be for a period of two (2) years.
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 Ninety Thousand Dollars
($90,000).
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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 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 and that
any such
individual expenses in excess of $250 are approved in advance in
writing by the
Chief Financial Officer of NIM.
(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. Executive shall be entitled to four (4) weeks 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.
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).
(A) As used in this Agreement:
(i) The term "Disability" means the inability of Executive
substantially to perform her duties and obligations under this
Agreement for
fourty-five (45) consecutive days or forty-five (45) days in any
one hundred
twenty (120)-day period because of any mental or physical
incapacity.
(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 ten (10) business 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 ten (10)
business days
after written notice of such breach is given by the Company to
Executive, or (F)
any failure by the Executive to maintain her securities
registrations and other
regulatory licenses and authorizations (other than insurance
licenses in states
other than Pennsylvania), including without limitation, any willful
violation of
applicable laws, rules or regulations by the Executive that results
in the
suspension or revocation of such registrations, licenses or
authorizations.
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(iii) The term "Termin
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