EMPLOYMENT AGREEMENTEmployment Agreement |
|
|
You are currently viewing: This Employment Agreement involves
SFG Financial Corporation | Leonard Neuhaus. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Employment Agreement by:
EMPLOYMENT
AGREEMENT
This
Employment Agreement (“Agreement”) is entered into as of October 4, 2007
(“Effective Date”) between SFG Financial Corporation (“Company”) and Leonard
Neuhaus (“Executive”).
RECITALS
Company
wishes to retain Executive as its Chief Executive Officer and President and
Executive wishes to accept such employment under the terms and conditions
set
forth in this Agreement.
IT
IS AGREED as follows:
1. Employment.
Company hereby offers Executive employment as its Chief Executive Officer
and
President. Executive accepts such employment.
2. Term.
The term of employment under this Agreement shall commence on the
Effective Date and shall continue thereafter for a period of three (3) years,
unless otherwise terminated earlier under Section 9 (the “Term”). The Term shall
be automatically extended for an additional one (1) year period unless at
least
sixty (60) days prior to its expiration, either Company or Executive furnishes
the other with written notice that the Term not be so extended.
3. Duties.
Executive shall devote his full-time efforts to the proper and faithful
performance of all duties customarily discharged by a Chief Executive Officer
and President, consistent with Company policies and budgets and directives
of
Company’s Board of Directors together with any additional duties assigned to him
from time to time by the Board of Directors. Executive agrees to use his
best
efforts and comply with all fiduciary and professional standards in the
performance of his duties. Executive shall provide services to any subsidiary
or
affiliate of Company without additional compensation and benefits beyond
those
set forth in this Agreement. For so long as he serves as Chief
Executive Officer and President of the Company, the Executive shall also
serve
as a Director of the Company, subject to election by the
shareholders.
Provided
that the activities listed
below do not materially interfere with the duties and responsibilities under
this Agreement, nothing in this Agreement shall preclude Executive from devoting
reasonable periods required for:
|
|
(a)
|
Serving
as a member of any organization involving no conflict of interest
with the
Company;
|
|
|
(b)
|
Serving
as a consultant in his area of expertise to government, commercial
and
academic panels where it does not conflict with the interests of
Executive; and
|
|
|
(c)
|
Managing
his personal investments or engaging in any other non-competing
business
activity during his non-business
time;
|
|
|
(d)
|
Serving
as a member of the Board of Directors or in an advisory capacity
to
government, commercial and academic panels where it does not conflict
with
the interests of Executive.
|
4. Base
Salary. Executive shall be paid a base salary of Two Hundred Thousand
Dollars ($200,000.00) per annum for the first year of the Term, Two Hundred
Fifteen Thousand Dollars ($215,000.00) per annum for the second year of the
Term
and Two Hundred Twenty Five Thousand Dollars ($225,000.00) per annum for
the
third year of the Term, payable, less applicable withholding, in equal monthly
payments or more frequently in accordance with Company’s regular practice.
Notwithstanding the foregoing, the base salary for the period from the Effective
Date through December 31, 2007 (“Deferred Salary”) shall be accrued but not paid
to the Executive in accordance with Company’s regular practice and the Deferred
Salary shall be due and payable to the Executive anytime on or after January
1,
2008, upon demand of the Executive. Upon any extension of the Term, Executive’s
base salary will be set by the Compensation Committee of Company; provided,
however, that Executive’s base salary shall not be reduced from the base salary
in effect immediately prior to extension of the Term.
5. Bonus.
Executive shall be eligible to receive an
incentive bonus during each fiscal year of the Term as determined by the
Compensation Committee of Company.
6. Restricted
Stock. The Company shall issue to Executive on each anniversary of the
date hereof, the following number of shares of restricted common
stock: first year – 250,000 shares; second year – 300,000 shares,
and; third year – 350,000 shares. In the event the Company shall have earnings
before interest, taxes, depreciation and amortization (“EBITDA”), for the
following years, the Company shall issue additional restricted shares of
common
stock to the Executive, as set forth below:
|
|
Target
|
Bonus
|
||||||
|
Year
Ended January 31,
|
EBITDA
|
Shares
|
||||||
|
2009
|
$ |
1
|
500,000
|
|||||
|
2010
|
$ |
2,000,000
|
600,000
|
|||||
|
2011
|
$ |
10,000,000
|
1,000,000
|
|||||
In
the
event the Company achieves EBITDA of at least 25% of the target EBITDA during
the second or third years of the Term of this Agreement, the Executive shall
earn and be issued a pro rata amount of the bonus shares for achievement
of 25%,
50% and 75% of the target EBITDA. In the event the Company changes it
fiscal year, the year end target date shall be adjusted
accordingly.
All
shares amounts referenced herein
assume completion of a one-for-7.351808 reverse stock split which has been
authorized by the Board of Directors but not yet effectuated. In the
event the restricted shares are issued to the effectuation of such reverse
stock
split, all share amounts referenced above shall be multiplied by
7.351808.
2
|
|
7.
|
Benefits.
|
|
|
(a)
|
Executive
shall be entitled to participate in all Company sponsored retirement
plans, 401(k) plans, life insurance plans, medical insurance plans,
short-term and long-term disability insurance plans, and such other
benefit plans generally available from time to time to executive
management of the Company for which he qualifies under the terms
of the
plans. Executive’s participation in and benefits under any benefit plan
shall be on the terms and subject to the conditions specified in
such
plan.
|
|
|
(b)
|
Executive
will receive at least four (4) weeks of paid vacation per
year,
|
|
|
(c)
|
The
Company shall maintain directors’ and officers’ insurance for the benefit
of Executive.
|
|
|
(d)
|
Executive
shall be entitled to participate in any stock options enacted,
as
determined by the compensation committee or Board of
Directors.
|
8. Reimbursement
of Expenses. The Company will reimburse Executive for the ordinary and
necessary expenses incurred by him in the performance of his duties under
this
Agreement, including but not limited to travel and entertainment, automobile
and
cellular phone expenses.
|
|
9.
|
Termination
of Employment.
|
(a) Executive’s
employment under this Agreement may be terminated at any time by the Board
of
Directors of Company for Cause.
(b) Executive’s
employment under this Agreement shall terminate upon expiration of the Term
without extension as described in Section 2.
(c) Executive’s
employment under this Agreement shall terminate upon his retirement, resignation
or death,
(d) Executive’s
employment under this Agreement shall terminate upon written notice by Company
to Executive of a termination due to Disability.
(e) If
Executive’s employment terminates for Cause, Company shall be obligated only to
continue to pay Executive’s base salary and, to the extent earned, accrued and
