Exhibit
10.15
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT (hereinafter referred to as the
“Agreement”) made as of the Effective Date indicated
below, by and among Howard Knaster, an individual whose address is
2321 Deer Creek Trail, Deerfield Beach, Florida
33442 (hereinafter referred to as "Executive"); US
Health Benefits Group, Inc., a Florida corporation whose address is
555 SW 12 th
Avenue, Suite 107 & 120, Pompano
Beach, FL 33076 (“USHBG”), US Healthcare Plans, Inc.
(“USHCP”), On The Phone, Inc. (“OTP”)
(USHBG, USHCP and OTP are hereinafter collectively referred to as
the “Company”) (hereinafter referred to as
the “Company”) and The Amacore Group, Inc., a Delaware
corporation whose address is 195 International Parkway, Suite 101,
Lake Mary, FL 32746 (hereinafter referred to as
"AGI").
RECITALS
WHEREAS , the Company and AGI desire to retain the
services of Executive (a) to render Executive’s services to
the Company as the Company’s Senior Vice President, on the
terms and conditions as more particularly set forth herein and (b)
to AGI as a Manager of AGI call centers, on the terms and
conditions more particularly set forth herein; and
WHEREAS , Executive is agreeable to rendering such
services to the Company and AGI on the terms and conditions set
forth herein; and
NOW
THEREFORE , in
consideration of the foregoing and of the mutual covenants and
restrictions contained herein, and other valuable consideration,
the receipt of which is hereby acknowledged, each of the Parties,
their respective personal representatives, heirs, successors and
assigns, intending to be legally bound hereby agree as
follows:
SECTION 1:
Incorporation of Recitals
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(a)
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Incorporation of Recitals
. The above recitals are
true and correct and are hereby incorporated herein by
reference.
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SECTION
2:
Employment Term, Duties and Acceptance .
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(a)
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Company hereby
retains Executive as Company's Senior Vice President of Marketing
for a period of three (3) years or such later date to which this
Employment Agreement is otherwise extended or renewed by written
instrument signed by both Parties, commencing on the date hereof
(“Commencement Date”) (hereinafter referred to as the
"Employment Period"), to render his services to Company upon the
terms and conditions herein contained. As Company’s Senior
Vice President, Executive shall be primarily responsible for the
operation of the Company, report to and be responsible to
AGI’s Chief Executive Officer, its’ President, and
its’ Board of Directors. As Company’s Senior
Vice President, Executive will also serve as Senior Vice President
of AGI’s USHBG division. Unless a new employment agreement is
entered into by the parties, this Employment Agreement shall
automatically be renewed for successive one (1) year periods unless
either party notifies the other in writing no later than ninety
(90) days prior to the expiration of the Employment Period that
this Employment Agreement will terminate upon expiration of the
Employment Period.
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(b)
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Executive
hereby accepts the foregoing employment and agrees to render his
services to the Company and AGI in such a manner as to reflect his
best efforts and professional standards. In furtherance of
Executive performing the duties assigned to him under this
Agreement, AGI agrees, at its own cost, to provide Executive with
the staff, products, and equipment reasonably requested by
Executive so as to enable him to carry out such duties.
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(c)
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The Parties
agree that Executive shall devote his full business time, attention
and energies to the business of Company and shall not during the
term of this Agreement enter into any other business activity that
interferes with Executive’s duties and responsibilities for
Company and AGI, unless approved in writing by Company and/or AGI.
The foregoing notwithstanding, the Parties recognize and agree that
Executive may engage in personal investments, other business
activities and civic, charitable or religious activities which do
not conflict with the business and affairs of AGI or Company or
interfere with Executive's performance of his duties
hereunder.
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(d)
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Executive shall
also manage AGI call centers, whether now owned or controlled, by
AGI, or whether acquired or controlled by AGI during the Term of
this Agreement. In this capacity, Executive shall have
management and oversight responsibilities for overall call center
performance, call center production, call center infrastructure and
operations, call center quality control, center regulatory and
legal compliance with telemarketing laws, call center staffing,
call center technology, and call center financial modeling.
Executive’s services shall be performed principally at
Company headquarters in Broward County,
Florida. However, from time to time, Executive may also
be required by his job responsibilities to travel on Company
business, and Executive agrees to do so. Executive shall
not be required to relocate from the Broward County, Florida
area. Executive shall be indemnified for serving in any
and all such capacities on a basis consistent with that provided by
AGI or the Company to similarly situated executive officers of any
subsidiaries of AGI.
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(e)
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Executive shall
have no authority to contractually or financially bind AGI or the
Company.
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During the
first annual term of this Agreement, Executive shall receive
compensation of one hundred thousand dollars ($100,000.00) (
“Base Salary”). This compensation may, at
Executive's election, be accrued, in whole or in part.
Executive’s compensation shall be payable in accordance with
the general payroll practices of the Company as are from time to
time, in effect, less such deductions or amounts as shall be
required to be withheld by applicable law or
regulation. The Parties shall, one month before the
conclusion of the first annual term, negotiate a revised base
salary for the second annual term (“Second Year Base
Salary”). The amount of the Second Year Base
Salary shall become effective once mutually approved in writing by
Company, AGI, and Executive. Should the Parties fail to
reach agreement on a Second Year Base Salary, Executive may elect
to maintain the Base Salary at the level of the first annual term
together with an increase in accordance with the Consumer Price
Index at the time of renewal for Broward County, or to terminate
this Agreement. The Parties shall, one month before the
conclusion of the second annual term, negotiate a revised base
salary for the second annual term (“Third Year Base
Salary”). The amount of the Third Year Base Salary
shall become effective once mutually approved in writing by
Company, AGI, and Executive. Should the Parties fail to
reach agreement on a Third Year Base Salary, Executive may elect to
maintain the Base Salary at the level of the second annual term
together with an increase in accordance with the Consumer Price
Index at the time of renewal for Broward County, or to terminate
this Agreement.
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Unless
Executive is otherwise covered during the Employment Period, the
Company agrees on behalf of Executive to obtain and pay for the
Company’s standard health insurance policy afforded other
executives of AGI.
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Executive shall
be entitled to reasonable paid vacation time, sick leave and time
to attend professional meetings comparable to that offered AGI
executives in comparable positions. For the purposes of
this Agreement, reasonable vacation time shall be deemed to mean
five (5) weeks.
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Company shall
promptly pay or reimburse Executive for reasonable professional
expenses incurred in the performance of services under this
Agreement during the Employment Period, upon presentation of
expense statements, and subject to the Company’s expense
reimbursement policies and procedures. Vouchers or such
other supporting documentation may reasonably be
required.
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During the
Employment Period, Executive shall be entitled to such health
insurance and other benefits, as may be provided to other
comparable executives at AGI or Company, in accordance with the
policies, programs and practices of AGI which are in effect from
time to time after the effective date of this Agreement.
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SECTION
4: Incentive
Bonus
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Incentive
Bonus Generally . In addition to the Base Salary,
Executive shall also be eligible to receive performance incentive
bonuses during Executive’s employment with AGI and the
Company for sales made through AGI Call Centers and Company Call
Centers (“Executive Call Centers”), Executive shall
also be eligible to receive incentive bonuses for sales made
through Sub-Producer Call Centers managed by Executive
(“Executive Sub-Producer Call Centers”), as described
below (“Incentive Bonus Compensation”). The
Parties acknowledge and agree that Executive shall only receive
compensation for Executive Sub-Producer Call Centers listed on
Exhibit A to this Agreement, which may be amended from time to time
by the Parties. All bonus compensation shall be subject
to applicable payroll processes, withholdings, and employment
taxes. The amount of Executive’s incentive bonuses will be
determined by the measurable formulaic goals as more particularly
set forth in this Section 4. All Incentive Bonus
payments owed and paid to Executive under this Section Four shall
be paid to Executive during the first pay period of the month
following their receipt by AGI or Company. Where
commissions are being paid to AGI or Company by a third party
(“Third Party Commissions”), any attendant Incentive
Bonus payments due Executive from the Third Party Commissions, as
defined herein, shall be paid to Executive in proportion to, and in
a manner commensurate with, the nature of the payments made to AGI
or Company, which may vary by carrier and by product.
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Illustration . If, upon enrollment of a member or
subscriber, “Insurance Carrier ABC” pays AGI or Company
an advance commission of nine (9) months on a two hundred twenty
dollar ($220.00) per month product, with twenty dollars ($20.00) in
non-commissionable fees on the product per month, then Executive
shall be entitled to two percent (2%) of one thousand eight hundred
dollars ($1,800.00), or thirty six dollars ($36.00).
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Insurance
Carrier Products Sold Through Company. Executive shall receive two percent
(2%) of the Net Sales Price of insurance carrier product sales made
through Executive Call Centers. For the purposes of this
Section, “Net Sales Price” shall mean the retail price
of the insurance carrier products sold by Executive Call Centers,
net of any cash refunds to members, charge backs,
non-commissionable fees, and credits from preceding
months. Executive shall also be entitled to ten
percent (10%) of all renewal income, including any renewal income
received by AGI or Company from and after the thirteenth month of
any policy, where applicable, and when paid to AGI or Company by
any carrier for any product sales made through Executive Call
Centers. “Renewal Income” shall be further
defined as any income paid to AGI or Company by an insurance
carrier for members or subscribers enrolled through Executive Call
Centers who renew with the insurance carrier. Further,
should an enrollment/application fee be charged to any member or
subscriber enrolled through Executive Call Centers, Executive shall
receive five dollars ($5.00) for each enrollment/application fee
for which there is at least $20 in Application Fee Override, as
defined below, except that with respect to enrollment/application
fees received from Global Med Plans, Executive shall receive four
dollars ($4.00) per enrollment/application. “Application Fee
Override” shall be defined as the amount of the
enrollment/application fee left over after all other parties,
except for AGI and Executive, have been paid their contracted
portion of the enrollment/application fee.
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Illustration . If the Net Sales Price of an
“Insurance Carrier ABC” product sold by Executive Call
Center is two hundred dollars ($200.00) per month, and there are
twenty dollars ($20.00) in non-commissionable fees on that product,
Executive would be entitled to two percent (2%) of one hundred
eighty dollars ($180.00), equaling an incentive bonus of three
dollars and sixty cents ($3.60) per member. Executive
would receive Incentive Bonus monies for April during the first pay
period of May 2009.
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Amacore-Branded Insurance Products
. Executive shall receive
four percent (4%) of the Net Sales Price of Amacore-branded
insurance product sales made through Executive Call
Centers. For the purposes of this Section, “Net
Sales Price” shall mean the retail price of the
Amacore-Branded Insurance products sold by Executive Call Centers,
net of any cash refunds to members, charge backs,
non-commissionable fees, and credits from preceding months.
Incentive Bonus revenue for Amacore-Branded Insurance Products,
subject to the provisions of this Agreement, shall be paid to
Executive on an ongoing basis for so long as AGI or Company derives
revenue from the applicable program and Executive Call
Center. Further, should an
enrollment/application fee be charged to any member or subscriber
enrolled through Executive Call Centers, Executive shall receive
five dollars ($5.00) for each enrollment/application fee for which
there is at least $20 in Application Fee Override, as defined
below, except that with respect to enrollment/application fees
received from Global Med Plans, Executive shall receive four
dollars ($4.00) per enrollment/application. “Application Fee
Override” shall be defined as the amount of the
enrollment/application fee left over after all other parties,
except for AGI and Executive, have been paid their contracted
portion of the enrollment/application fee.
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Illustration . If the Net Sales Price of
Amacore’s branded insurance product “SmartHealth
Basic” sold by Executive Call Center is thirty dollars
($30.00) per month, Executive would be entitled to four percent
(4%) of thirty dollars ($30.00) equaling an incentive bonus of one
dollar and twenty cents ($1.20) per member. Executive would receive
Incentive Bonus monies for April during the first pay period of May
2009.
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Executive
Managed Sub-Producer Call Centers . The Parties agree that there are
Executive Managed Sub-Producer Call Center relationships that
precede this Agreement (“Current
Sub-Producers”). Incentive Bonus compensation due
Executive for Current Sub-Producers shall be documented on Exhibit
A to this Agreement. The Parties agree that all Current
Sub-Producers, and their attendant compensation is detailed on
Exhibit A to this Agreement. The Parties also agree that
there will be Executive Managed Sub-Producer Call Center
relationships that develop following execution of this Agreement
(“Future Sub-Producers”). For Future
Sub-Producers, compensation due Executive shall be ten percent
(10%) of AGI Product Net Profit or Product Net Commission, as
defined below, whichever is applicable, Whether for Current
Sub-Producers or Future Sub-Producers, Incentive Bonus Compensation
due Executive shall be determined:
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i.
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for
Amacore-branded products, based on AGI’s Product Net Profit,
which shall be defined as the Net Sales Price charged to the
consumer, less ACTUAL provider/carrier product cost(s) CHARGED TO
AMACORE BY PROVIDER/CARRIER, commissions paid to brokers and/or
Sub-Producers, refunds to the consumer, charge backs, and
non-commissionable fees. The Parties understand and
agree that it is in their mutual best interest with regard to the
competitiveness of their pricing structure and attractiveness of
AGI programs in the marketplace to keep non-commissionable fees as
low as possible.
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ii.
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and, for
insurance carrier products or products offered by third parties,
based on AGI’s Product Net Commission, which shall be defined
as the total revenue received from a provider/carrier for a sale,
enrollment, or subscription, whichever may be
applicable.
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AGI and Company
reserve the right to adjust AGI product costs and/or
non-commissionable fees based on changes in carrier or provider
pricing, or when market conditions necessitate. AGI and
Company shall consult with Executive in advance of any adjustment
to AGI product costs and/or non-commissionable fees for programs
sold through Executive Managed Call Centers or Sub-Producers..
Further, should an enrollment/application fee be charged to any
member or subscriber enrolled through Executive Call Centers,
Executive shall receive five dollars ($5.00) for each
enrollment/application fee for which there is at least $20 in
Application Fee Override, as defined below, except that with
respect to enrollment/application fees received from Global Med
Plans, Executive shall receive four dollars ($4.00) per
enrollment/application. “Application Fee Override”
shall be defined as the amount of the enrollment/a
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