EMPLOYMENT AGREEMENTEmployment Agreement |
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NATIONAL INVESTMENT MANAGERS INC. | Benefit Planning, Inc | Investment Annuity Sales, Inc | VEBA Administrators, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EMPLOYMENT AGREEMENT
Employment
Agreement (“Agreement”), dated as of April 3,
2008, by and between Richard L. Kaplan, an individual with an
address at 16839
Sunset Blvd, Pacific Palisades, CA 90272
(“Executive”),
and VEBA Administrators, Inc. doing business as Benefit
Planning, Inc., a California corporation, with its principal
office located at 4640
Admiralty Way, 9th Floor, Marina Del Rey, CA 90292
(the
“Company”).
RECITALS
A.
Pursuant
to that certain Stock
Purchase Agreement entered by and between National Investment
Managers Inc. (“NIM”), the California Investment
Annuity Sales, Inc. ("CIAS"), Richard
L. Kaplan and Hana E. Kaplan Inter Vivos Trust Agreement dated
1/29/97 as amended and restated 1/10/03 and
Anthony S. Delfino dated April 3, 2008 (the “Purchase
Agreement”), contemporaneously
with the execution of this Agreement, CIAS was acquired by
NIM. After the acquisition, CIAS will be an affiliate of 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
Executive Consultant 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 consistent with the duties
performed by the Executive immediately prior to the date hereof.
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 thirty five (35) hours per non vacation weeks during the Term
(as defined below).
2
Term .
Unless
this Agreement is terminated pursuant to Section 6, the term of
this Agreement (“Term”) shall be for a period of one
(1) year ,
commencing on April 3, 2008 and expiring on April 3,
2009.
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:
1
(A)
During
the Term, the Company shall pay Executive a base salary
(“Base Salary”) at the annual rate equal to Ninety
Dollars ($90,000) per year.
(B)
An
annual bonus shall be paid at the discretion of the Board of
Directors of the Company which shall be equal to up to 50% of
the Base Salary and shall be based on the performance criteria
established by NIM’s President and Chief Operating
Officer. In the event a bonus is declared for any of the other
employees of the Company, then Executive shall receive a
bonus, so long as the performance criteria have been
satisfied. The bonus shall be payable no later than thirty
(30) days after the end of each twelve (12) month period
during the Term of this Agreement.
(C)
The
Company shall pay the Executive fees as set forth on Schedule
1 attached hereto associated with new business generated by
Executive.
(D)
The
Base Salary shall be payable in accordance with the
Company’s normal payroll policy. The C
ompany
shall deduct from the Base Salary and any other compensation
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 in
accordance with the Company’s expense reimbursement
policy.
(B)
Fringe Benefits .
During the Term, Executive shall be entitled to those fringe
benefits and perquisites that are provided to other similarly
situated 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 the
Company.
5
Relocation .
In no event shall Executive be required to relocate or perform his
services in another office or location which is more than twenty
(20) miles distant from the Company's current principal office
location.
6
Termination .
Executive may terminate this Agreement in the event that John
Davis’ employment as COO and President of NIM is terminated
(the “Davis 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).
2
(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 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, 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.
(iii)
The
term “Termination Date” shall mean the earlier of
the expiration of this Agreement or the effective date of the
Company’s termination of this Agreement as provided in
Section 6(A).
(B)
Payments to Executive Upon Termination of This Agreement
.
(i)
In
the event this Agreement is terminated prior to the expiration
of the Term by
the Company without Cause, the Company shall pay to Executive
the amounts set forth in this Section 6 (B)
(i)
within
thirty (30) days of the effective date of
termination: (a)
an amount equal to Executive’s accrued but unpaid Base
Salary and earned but unpaid bonus prior to the date of
termination; (b) reimbursement for any reimbursable business
expenses incurred in accordance with this Agreement prior to
the Termination Date; (c) Executive’s Base Salary for
the remainder of the Term, payable as and when such Base
Salary otherwise would have been payable in accordance with
the
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