THIS AGREEMENT,
made and entered into as of the 29 th day of April, 2009 by and between FBL Financial
Group, Inc., an Iowa corporation (together with its successors and
assigns permitted under this Agreement, the “Company”),
and James E. Hohmann (the “Executive”).
WHEREAS, the
Company is in need of a Chief Executive Officer (“CEO”)
on an interim basis until a permanent CEO is selected;
and
WHEREAS, the
Company desires to employ the Executive on an interim basis as a
CEO and to enter into an agreement embodying the terms of such
employment (this “Agreement”) and the Executive desires
to enter into this Agreement and to accept such employment, subject
to the terms and provisions of this Agreement;
NOW, THEREFORE,
in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt
of which is mutually acknowledged, the Company and the Executive
(individually a “Party” and together the
“Parties”) agree as follows:
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(a)
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“Affiliate”
of a person or other
entity shall mean a person or other entity that directly or
indirectly controls, is controlled by, or is under common control
with the person or other entity specified. The Company’s
current affiliates applicable to this Agreement ( “Affiliated
Companies”) are listed on Exhibit A, attached
hereto.
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(b)
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“FBL”
shall mean FBL Financial
Group, Inc., an Iowa corporation.
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(c)
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“Base Salary”
shall mean the annual
rate of salary provided for in Section 4 below or any
increased annual rate of salary granted to the Executive pursuant
to Section 4.
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(d)
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“Board”
shall mean the Board of
Directors of the Company.
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(e)
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“Cause”
shall mean:
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(i)
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The
Employee’s willful and continued failure to substantially
perform the Employee’s duties with the Company or its
Affiliates (other than any such failure resulting from the
Employee’s incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to
the Employee by the Company which specifically identifies the
manner in which the Company believes that the Employee has not
substantially performed his or her duties;
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(ii)
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The
final conviction of the Employee of, or an entering of a guilty
plea or a plea of no contest by the Employee to, a felony;
or
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(iii)
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The
willful engaging by the Employee in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the
Company.
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For
the purposes of this definition, no act or failure to act on the
part of the Employee shall be considered “willful”
unless it is done, or omitted to be done, by the Employee in bad
faith or without a reasonable belief that the action or omission
was in the best interests of the Company or its Affiliates. Any
act, or failure to act, based on authority given pursuant to a
resolution duly adopted by the Board, the instructions of a more
senior officer of the Company or the advice of counsel to the
Company or its Affiliates, will be conclusively presumed to be
done, or omitted to be done, by the Employee in good faith and in
the best interests of the Company and its Affiliates.
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(f)
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“Code”
shall mean the Internal
Revenue Code of 1986, as amended.
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(g)
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“Constructive Termination
Without Cause” shall mean termination by the
Executive of his employment at his initiative following the
occurrence of any of the following events without his
consent:
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(i)
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A
reduction in the Executive’s current Base Salary, or the
current total number of restricted stock shares available under the
Incentive Bonus which may (or may not) become vested in
Executive.
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(ii)
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The
failure of the Company to obtain the assumption in writing of its
obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company within 15 calendar
days after a merger, consolidation, sale or similar transaction;
or
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(iii)
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Any
breach of this Agreement by the Company.
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Following
written notice from the Executive, as described above, the Company
shall have 15 calendar days in which to cure. If the Company fails
to cure, the Executive’s termination shall become effective
on the 16th calendar day following the written notice.
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(h)
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“Disability”
shall mean the
Executive’s inability, due to physical incapacity, to
substantially perform his duties and responsibilities under this
Agreement as determined by a medical doctor selected by the Company
and the Executive. If the Parties cannot agree on a medical doctor,
each Party shall select a medical doctor and the two doctors shall
select a third who shall be the approved medical doctor for this
purpose.
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(i)
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“Effective
Date” shall mean April 29,
2009.
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(j)
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“Stock”
shall mean Class A
Common Stock of the Company.
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(k)
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“Incentive
Bonus” shall have the definition set forth
in Section 5(a) of this Agreement.
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(l)
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“Term of
Employment” shall mean the period specified in
Section 2 below.
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SECTION 2.
Term of Employment.
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(a)
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The
Term of Employment shall begin on the Effective Date and end on
December 31, 2009. Notwithstanding the foregoing, after the
Effective Date, the Term of Employment may be earlier terminated by
either Party in accordance with the provisions of Section 9
and the Articles of Incorporation and the By-Laws of the
Company.
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Employment Agreement between FBL
Financial Group, Inc. and James E. Hohmann
Page 2
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(b)
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Executive agrees to execute such
resignations as deemed necessary by the Board for the board of
director and/or officer positions which Executive automatically
assumes as a result of his duties specified in Section 3
herein, with such resignations to become effective on December 31,
2009 in the event the Executive is not appointed as the permanent
CEO by such date.
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SECTION 3.
Position, Duties and Responsibilities.
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(a)
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Commencing on the Effective Date and
continuing until the date of December 31, 2009, the Executive
shall be employed as the Interim Chief Executive Officer of FBL and
its Affiliated Companies and shall have the duties and
responsibilities of the Chief Executive Officer as are set forth in
the Articles of Incorporation and the By-Laws of FBL and its
Affiliated Companies. The Executive, in carrying out his duties
under this Agreement, shall report to the Board. During the Term of
Employment, the Executive shall devote such business time and
attention to the business and affairs of the Company as shall be
necessary to discharge his responsibilities hereunder and shall use
his best efforts, skills and abilities to promote its
interests.
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(b)
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Nothing herein shall preclude the
Executive, subject to the approval of the Board, from (i) serving
on the boards of directors of a reasonable number of other
corporations, (ii) serving on the boards of a reasonable
number of trade associations and/or charitable organizations,
(iii) engaging in charitable activities and community affairs,
and (iv) managing his personal investments and affairs,
provided that such activities set forth in this Section 3(b) do not
materially interfere with the proper performance of his duties and
responsibilities under Section 3(a).
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During the Term
of Employment, the Executive shall be paid an annualized Base
Salary, payable in accordance with the regular payroll practices of
the Company, of $669,600. This amount will be payable in equal
monthly installments of $55,800, and will be payable on such dates
each month during the Term of Employment as all other salaried
employees of the Company.
SECTION 5.
Incentive Compensation.
During the Term
of Employment, the Executive may qualify for an Incentive Bonus as
provided for in the Restricted Stock Agreement attached hereto as
Exhibit B.
If at the end
of the Term of Employment as Interim Chief Executive Officer,
Executive applies for and is hired as Chief Executive Officer of
FBL, time served as Interim chief Executive Officer, the amount
paid as base salary, and time served under this agreement, shall be
credited towards the Company’s pension plan.
SECTION 7.
Employee Benefit Programs.
During the Term
of Employment, the Executive shall be entitled to participate in
all employee pension and welfare benefit plans and programs made
available to the Company’s senior level executives or to its
employees generally, as such plans or programs may be in effect
from time to time, including, without limitation, pension, profit
sharing, savings and other retirement plans or programs, 401(k),
medical, dental, hospitalization, short-term and long-term
disability and life insurance plans,
Employment Agreement between FBL
Financial Group, Inc. and James E. Hohmann
Page 3
accidental
death and dismemberment protection, travel accident insurance, and
any other pension or retirement plans or programs and any other
employee welfare benefit plans or programs that may be sponsored by
the Company from time to time, including any plans that supplement
the above-listed types of plans or programs, whether funded or
unfunded. Notwithstanding the above, Company shall have no
obligation to provide benefits to Executive for which Executive
does not qualify pursuant to the terms of the benefit plans or
programs as a result of the limited term of Executive’s
employment under this Agreement.
SECTION 8.
Reimbursement of Business and Other Expenses; Executive Services;
Vacation.
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(a)
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The
Executive is authorized to incur reasonable expenses in carrying
out his duties and responsibilities under this Agreement and the
Company shall promptly reimburse him for all business expenses
incurred in connection with carrying out the business of the
Company, subject to documentation in accordance with the
Company’s policies.
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(b)
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During the Term of Employment, the
Company shall provide full-time secretarial support for the
Executive’s principal office. The Company shall make
available for the Executive’s use appropriate office space
(which shall be on the executive floor) and secretarial support
when he performs services at the Company’s principal offices
in West Des Moines, Iowa.
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(c)
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The
Executive shall be entitled to reasonable vacation during the Term
of Employment.
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(d)
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The
Company shall reimburse the Executive for the cost of weekly travel
transportation between West Des Moines and his home in North
Barrington, Illin
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