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EMPLOYMENT AGREEMENT
Employment Agreement ("Agreement"), dated as of February 28, 2007,
by and
between Renee J. Conner, an individual with an address at 4744
Mountain View
Road, Harrisburg, PA 17110 ("Executive"), and The Pension Alliance,
Inc., a
Pennsylvania corporation with its principal office located at 2578
Interstate
Drive, Suite 102, Harrisburg, PA 17110 (the "Company").
RECITALS
A. Pursuant to that certain Stock Purchase Agreement entered by
and
between National Investment Managers Inc. ("NIM"), the Company,
Renee J. Conner
and William E. Renninger dated February 28, 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 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
Chief Executive Officer and Chief Operating Officer of NIM. 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 non vacation weeks 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 Seventy Five Thousand Dollars
($75,000) for
the first year of the Term and One Hundred Seventy Five Thousand
Dollars
($175,000) for the second year of the Term.
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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
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 five (5) 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 Executive's duties and obligations under
this Agreement
for sixty (60) consecutive days or sixty (60) 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 Executive's duties that
continues for
a period of ten (10) business days after 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 notice of such breach is given by the Company to Executive,
or (F) any
failure by the Executive to maintain Executive's 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
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