Exhibit 10.2
EMPLOYMENT
AGREEMENT
AGREEMENT dated January 5, 2004,
between FCStone Group, Inc. including but not limited to FCStone
LLC, FGDI, LLC and FCStone Trading, LLC (the
“Employer”) and Jeff Soman (the
“Employee”).
1 . Employment . Employer employs
Employee, and Employee accepts full-time employment, upon the terms
and conditions of this Agreement. The agreements contained herein
are in consideration of Employee’s employment and continued
employment.
2. Employment at Will . The
employment of Employee shall be “at will,” and thus the
employment and compensation provided by this Agreement may be
terminated at any time, with or without prior notice, and with or
without cause by either Employer or Employee.
3. Compensation . As compensation
for all services by Employee under this Employment Agreement,
Employee shall receive the compensation (including “Employee
Commissions” and benefits) which shall be as initially set
forth in Exhibit 1 to this Agreement. The compensation provisions
of Exhibit 1 are subject to prospective change at the sole option
of Employer, at any time, by written or oral notice from Employer
to Employee. All payments shall be subject to required, or
authorized, withholding. Execution of this Agreement by Employee
shall constitute written authorization for Employer to make the
withholdings from Employee’s compensation as provided by this
paragraph, or the withholdings called for by Exhibit 1, and to make
the “Employee Commissions” calculations as described in
Exhibit 1 .
4. Duties . Employee is engaged in
the capacity of commodity broker or energy/grain merchandiser, and
shall have the duties as may be from time to time prescribed by
Employer. Employee’s duties shall include all reasonable and
best efforts to effectuate transfer of all of Employee’s
existing accounts to Employer.
5. Scope of Service . Employee
shall devote Employee’s entire time, attention and energies
to Employer’s business and shall not during the term of this
Agreement be engaged in any other business activity whether or not
such business activity is pursued for gain, profit or other
pecuniary advantage. However Employee may invest assets in such
form or manner as will not require services in the operation of the
affairs of the companies in which such investments are
made.
6. Compliance with Laws, Regulations and
Policies . Employee shall at all times perform
Employee’s duties faithfully and diligently and in compliance
with all applicable laws, regulations, Employer policies and
manuals, and direction from Employer’s management. Such
compliance with laws and regulations shall include, but not be
limited to, compliance with the Commodity Exchange Act, and the
regulations of the Commodity Futures Trading Commission as
applicable. Employee shall become familiar with and shall abide by
the terms of Employer’s
Compliance Manual (“Manual”). Any
disclosure or dissemination of the manual to outside persons is
strictly prohibited. The provisions of the Manual are intended to
advance Employer’s compliance with applicable laws,
regulation and other requirements and also to reduce and control
financial and other risks. No separation of these functions is
expressed in the Manual. Nothing contained in the Manual is
intended as a statement of obligations to customers or other third
parties, and no customer or other third party shall be entitled to
rely upon its provisions.
7. Errors and Deficits . Employee
shall be liable to Employer for all “Errors and
Deficits” as defined in Employer’s “Errors and
Deficits Policy” as from time to time adopted by Employer.
The currently effective Errors and Deficits Policy is attached
hereto as Exhibit 2. Employee shall reimburse Employer for all
Errors and Deficits upon demand, or at Employer’s option,
through the Employee Commissions calculation as provided in Exhibit
1. Employee shall, at Employer’s request, evidence any
liquidated Errors and Deficits obligation to Employer by execution
and delivery to Employer of a demand promissory note, with interest
at a reasonable rate. The amount of any Errors and Deficits
liability of Employee shall be determined by Employer and may
include the full amount, or any part thereof, of any cost of
correcting mistakes, satisfying any account deficits, or resolving,
settling or satisfying any claim, action or proceeding, with such
costs to include reasonable expenses, including but not limited to
attorneys fees and defense costs incurred by Employer. In the event
of a violation of Paragraph 6 of this Agreement as determined by
Employer, Employer is also authorized to assess a reasonable
monetary sanction as a disciplinary measure, and in such event the
monetary sanction shall be considered an Errors and Deficits amount
hereunder. Any such sanction shall be in addition to any other
Errors and Deficits liability which may arise.
8. DISCLOSURE OF INFORMATION .
EMPLOYEE ACKNOWLEDGES THAT EMPLOYER’S METHODS, PROCEDURES,
COMPUTER SOFTWARE, MANUALS, ANALYTICAL TECHNIQUES, CUSTOMER
IDENTITIES, CUSTOMER INFORMATION AND THE LIST OF EMPLOYER’S
CUSTOMERS WHICH MAY EXIST FROM TIME TO TIME ARE VALUABLE, SPECIAL
AND UNIQUE ASSETS OF EMPLOYER’S BUSINESS. Employee agrees
during or after the term of his employment, not to utilize such
information for any purpose other than the conduct of
Employer’s business or to disclose it or any part of it to
any person, firm, corporation, association or other entity for any
other reason or purpose whatsoever. Any documents, forms, software,
inventions or other materials that Employee prepares or conceives
relating to or as a result of his employment duties with Employer
shall be the property of Employer. Employee agrees to assign all
intellectual property rights arising as part of Employee’s
duties to Employer. In the event of a breach or threatened breach
by Employee of the provisions of this paragraph, Employer shall be
entitled to an injunction restraining Employee from disclosing or
utilizing, in whole or in part, such information, or from rendering
any services to any person, firm, corporation, association or other
entity to whom such information, in whole or in part, is disclosed
or is threatened to be disclosed. Nothing herein shall be construed
as prohibiting Employer from pursuing any other remedies available
to Employer for such breach or threatened breach, including the
recovery of damages from Employee.
9. Expenses . Employee may incur
reasonable expenses for promoting Employer’s business,
including expenses for entertainment, travel and similar items.
Subject to the tax laws, Employer will reimburse Employee for all
such reasonable expenses upon Employee’s periodic
presentation of an itemized account of such expenditures, with
substantiation in accordance with Employer’s regular
policies. In the case of cellular phone expense, only specific call
charges for business calls shall be reimbursed. Basic phone plan
and service charges for cellular phones will not be
reimbursed.
10. Vacation . Employee shall take
at least five (5) consecutive working days of vacation during each
fiscal year of employment during which time Employee shall not be
present for any purpose at the offices of Employer. All vacation
taken under this section shall be without pay for commodities
brokers other than continuation of any insurance coverage that is
provided to Employee. However, a commodity broker Employee may
continue to accrue Employee Commissions (and may receive a draw
against Employee Commissions) for transactions with
Employee’s regular customer during periods of vacation
absence on a basis satisfactory to Employer, Employee and other
employees required to provide fill-in services for Employee. A
commodity broker Employee may take such additional periods of
vacation as may be arranged between Employee and the office manager
to whom Employee reports on such terms as may be arranged, but all
such vacations shall be taken at mutually convenient times; and in
no event shall Employee be permitted to take more than two (2)
consecutive weeks of vacation. Vacations of salaried Employees
shall be governed by Employer’s regular policies for such
Employees.
11. Leaves . To the extent that
Employee is paid solely on a commission basis, Employee shall be
granted leave of absences for sickness, temporary medical
conditions, jury duty, military training and other reasons deemed
appropriate by Employer, provided that arrangements have been on a
basis satisfactory to Employer, Employee and other employees who
are required to provide fill-in services for Employee’s
regular customers. While such leaves of absence may not result in
termination of employment, if the period of absence is anticipated
to or does exceed three (3) months, employer may permanently
transfer responsibility of Employee’s regular customers to
other employees. If agreed to by Employer and Employee, a draw
against Employee Commissions may be continued during the leave of
absence; in no event shall the negative balance exceed three (3)
month’s draw. Leaves by salaried Employees shall be governed
by Employer’s regular policies for such employees.
12. Restrictive Covenant . For a
period of eighteen months after the termination of the Agreement by
either party for any reason, Employee covenants that Employee will
not: (a) Sol
