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EXHIBIT 10.17
EMPLOYMENT AGREEMENT
THIS
AGREEMENT made this 11th day of July, 2003, between VMF
Capital,
L.L.C., an Iowa limited liability company,
with its principal offices at 118 3rd
Avenue SE, Suite 700, Cedar Rapids, Iowa
52401, ("VMF"), and Scott D. Eltjes
("EMPLOYEE"); WITNESSETH:
WHEREAS,
EMPLOYEE possesses valuable skills in the investment advisory
services business which VMF wishes to
retain; and
WHEREAS,
VMF has, over a substantial period of time and at considerable
expense, developed valuable expertise in
the investment advisory services
business and has developed commercially
valuable patronage and goodwill with
many clients, and has made EMPLOYEE privy
to confidential information and to
permit EMPLOYEE to deal with its clients,
in reliance upon EMPLOYEE's
recognition and acknowledgment that its
confidential information is unique, of
significant value to and remains the
property of VMF; and
WHEREAS,
it is the intent of VMF to protect and preserve the
confidentiality of its methods and
operations and without EMPLOYEE agreeing to
the terms of this Agreement, VMF would not
enter into this Agreement; and
WHEREAS,
EMPLOYEE is a member of high level management of VMF and the
responsibilities of EMPLOYEE's position
include close contact with clients of
VMF, and access to extremely confidential
information available only to a few
persons within VMF, and VMF has expended
time, energy and effort to provide
training and confidential information to
EMPLOYEE for the purpose of assisting
EMPLOYEE to more effectively represent VMF,
which confidential information
specifically includes client contact
information and information that has and
will continue to assist EMPLOYEE in the
development of client relationships for
the benefit of VMF and which could easily
be used in competition with and to the
substantial detriment of the legitimate
business interests of VMF.
Therefore,
in consideration of EMPLOYEE's employment pursuant to this
Agreement, and for other good and valuable
consideration provided or to be
provided to EMPLOYEE, it is agreed as
follows:
SECTION 1.
TERM. VMF agrees to employ EMPLOYEE, and EMPLOYEE agrees to be
employed and perform the duties referred to
in paragraph 2 below for a term from
July 11, 2003 through September 30, 2008
(the "Initial Term") or until such time
as EMPLOYEE's employment is terminated by
VMF or EMPLOYEE voluntarily terminates
employment hereunder. At the end of the
Initial Term and any Renewal Term, this
Agreement shall automatically renew for
additional one (1) year terms (each a
"Renewal Term"), unless VMF gives EMPLOYEE
notice of nonrenewal no less than
sixty (60) days prior to the end of the
Initial Term or any succeeding Renewal
Term.
SECTION 2.
DUTIES. EMPLOYEE shall be responsible for providing such
services as shall be mutually agreed upon
by VMF and EMPLOYEE. All such services
shall be performed to the best of
EMPLOYEE's ability on a full time basis (at
least forty (40) hours per week), normal
vacation time excluded, all as provided
for in a manner consistent with VMF's
current employment practices. EMPLOYEE
shall not engage in outside business
activities, except as may be authorized
from time to time by VMF. Nothing in this
Section 2 shall preclude Employee from
investments in other enterprises as long as
the time spent thereon by EMPLOYEE
is substantially outside normal business
hours and does not interfere with
EMPLOYEE's duties under this Agreement.
SECTION 3.
COMPENSATION. As Compensation for the performance of the
Services rendered by EMPLOYEE pursuant to
this Agreement, VMF shall pay EMPLOYEE
a base Salary of One Hundred Fifty Thousand
Dollars ($150,000.00) for each year
of the Initial Term, at such times and in
such increments as shall be consistent
with VMF's normal and customary payroll
practices. Employee's Salary for each
Renewal Term shall be determined by mutual
agreement of VMF and EMPLOYEE. All
Salary paid hereunder shall be subject to
all applicable federal and state
payroll and withholding taxes.
Upon the
termination of EMPLOYEE's employment hereunder the following
payments shall be made:
a.
If such
termination is due to Employee's death or disability,
EMPLOYEE (or EMPLOYEE's estate in the event of EMPLOYEE's
death),
shall be entitled to payment of all Salary accrued but unpaid as
of
the date of EMPLOYEE's death or the last day EMPLOYEE provides
services to VMF. For purposes hereof, "disability" shall mean
EMPLOYEE's inability, due to a mental or physical condition, to
perform the usual and customary duties of his employment with
VMF
pursuant to this Agreement, as determined by a licensed
physician
selected by VMF, whose determination shall be final and binding
on
VMF and EMPLOYEE.
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b.
If
EMPLOYEE voluntarily terminates employment with VMF for any
reason, EMPLOYEE shall be entitled to payment of all Salary
accrued
but unpaid as of the last day EMPLOYEE provides services to
VMF.
c.
If
EMPLOYEE's employment is terminated for "cause" (as hereinafter
defined), EMPLOYEE shall only be paid Salary accrued as of the
date
of such termination, and all other Salary shall be forfeited.
d.
If
EMPLOYEE's employment is terminated by VMF for any reason other
than "cause", the Salary payable to EMPLOYEE shall be the base
salary of EMPLOYEE pursuant to Section 3 for the balance of the
remaining term of this Agreement.
e.
If
EMPLOYEE's employment is terminated (whether by action of VMF
or
voluntarily by EMPLOYEE) following a "change of control" (as
hereinafter defined), EMPLOYEE shall be paid all Salary accrued
as
of the date of such termination, and all of the EMPLOYEE's
Salary
for the remaining term of this Agreement.
For
purposes of this Agreement, the term "cause" shall mean gross
misconduct, including moral turpitude
damaging to VMF's reputation, serious
violation of law or regulations, or breach
of fiduciary duty owed to VMF, and
the term "change of control" shall mean a
transaction or series of transactions
in which fifty percent (50%) or more of the
voting interests of the entity which
is ultimate owner of VMF is acquired by or
for a person or business entity.
In all
events, EMPLOYEE shall be entitled to COBRA benefits in
accordance
with applicable federal and state law, and
shall be paid for any unused vacation
or sick pay in accordance with applicable
federal and state law. Further,
EMPLOYEE shall be entitled to purchase any
life insurance policies which VMF
owns and which insure the life of the
EMPLOYEE for an amount equal to the cash
surrend
