This Employment Agreement involves
Title: EX-10.27 EMPLOYMENT AGREEMENT
Governing Law: Georgia Date: 12/4/2006
This Employment Agreement is made and entered into this 10th day of April,
2006, between CompBenefits Corporation, a Delaware corporation ("CompBenefits")
and John Lumpkins (the "Executive").
WHEREAS, CompBenefits desires to employ Executive in the capacity and on
the terms and conditions hereinafter set forth and Executive is willing to serve
in such capacity and on such terms and conditions.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
1. Employment. Subject to the provisions of Section 7, CompBenefits hereby
employs the Executive in the position of Senior Vice President, Sales, and the
Executive hereby accepts such employment effective the 10th day of April, 2006
("Effective Date") upon the terms and conditions set forth in this Agreement.
2. Term of Employment. The term of the Executive's employment pursuant to
this Agreement shall be effective as of the date of this Agreement, and shall
remain in effect for a period of three (3) years from said date or until
terminated in accordance with Section 7. The period during which the Executive
serves as an employee of CompBenefits or any of its subsidiary operations in
accordance with and subject to the provisions of this Agreement is referred to
in this Agreement as the "Term of Employment." If CompBenefits continues to
employ Executive beyond the Term of Employment without entering into a written
agreement extending the term of this Agreement, all obligations and rights under
this Agreement shall prospectively lapse as of the expiration date except for
Executive's obligations under Paragraph 9 and Executive shall be an at-will
employee of CompBenefits.
3. Duties. During the Term of Employment, the Executive (a) shall serve as
an officer of CompBenefits, (b) shall perform such duties and responsibilities
as may from time-to-time be reasonably determined by the President of
CompBenefits consistent with the Executive's position as an officer of
CompBenefits, provided that such duties and responsibilities shall be within the
general area of the Executive's experience and skills, (c) upon the request of
the Board of Directors of CompBenefits, shall serve as an officer of any of its
subsidiaries; and (d) shall render all services incident to the foregoing. The
Executive agrees to use his best efforts in, and shall devote his full working
time, attention, skill and energies to, the advancement of the interests of
CompBenefits and its subsidiaries and Affiliates and the performance of his
duties and responsibilities hereunder.
(a) During the Term of Employment, CompBenefits shall pay the
Executive a salary (the "Base Salary") at an annual rate as shall be determined
from time to time by the President of CompBenefits, provided, however, that such
rate per annum shall not be less than $220,000. A car allowance is included
within this Base Salary. Such salary shall be subject to withholding under
applicable law and shall be payable in periodic installments in accordance with
CompBenefits' usual practice for its executives, as in effect from time to time.
(b) Subject to the provisions of Section 7, upon completion of each
fiscal year and as determined by the Compensation Committee of the Board of
Directors of the Company, the Executive shall be eligible to receive a bonus
("Annual Bonus"), in accordance with any bonus plan then in effect for
executives of the Company of equivalent position and title (the target bonus for
this position currently is 50% of Base Salary paid, with the opportunity to earn
incentive above the target for above-goal results), provided (i) the Executive
has not voluntarily terminated his employment with the Company for other than
Good Reason, or (ii) Executive's employment has not been terminated for Cause by
the Company at the time said Annual Bonus, if any, is paid in the normal course
(typically 2nd Quarter). Notwithstanding the above, it is agreed that Executive
is guaranteed a minimum Annual Bonus payment for the 2006 Plan Year of $60,000
(the "Guaranteed Bonus"). Said Guaranteed Bonus shall be due and payable in the
2nd Quarter of 2007.
5. Equity. The Compensation Committee of the Board of Directors of the
Company is evaluating the adoption of a new equity incentive program for certain
key executive positions of the Company, including, but not by way of limitation,
the position of Senior Vice President of Sales. If and upon the event such an
equity incentive program is adopted by the Company, Executive shall be entitled
to participate to the extent other executives of the Company of equivalent
position and title participate.
(a) During the Term of Employment, the Executive shall be entitled to
participate in the Company's 401(k) Plan, the Executive Physical Program at
Emory University, and any and all medical, dental, and vision plans, disability
income plans, and two corporate life insurance plans, as in effect from time to
time for executives of CompBenefits Corporation. Such participation shall be
subject to (i) the terms of the applicable plan documents, (ii) generally
applicable policies of CompBenefits, and (iii) the discretion of the Board of
Directors of CompBenefits or administrative or other committee provided for in
or contemplated by such plan.
(b) CompBenefits shall promptly reimburse the Executive for all
reasonable business expenses incurred by the Executive during the Term of
Employment in accordance with CompBenefits' practices for executives of
CompBenefits, as in effect from time to time.
(c) The Executive shall receive paid vacation annually in accordance
with the Company's practices for executive officers of the Company; provided,
however, that the amount and timing of Executive's paid leave is not limited by
a specific number of weeks; however it is expected that scheduled vacations will
not interfere with the reasonable performance of Executive's duties and
responsibilities or the business operations of the Company.
(d) Except as contemplated by Section 6 (b), compliance with
provisions of this Section 6 shall in no way create or be deemed to create any
obligation, express or implied, on the part of CompBenefits or any of its
subsidiaries or Affiliates with respect to the continuation of any benefit or
other plan or arrangement maintained as of or prior to the date hereof or the
creation and maintenance of any particular benefit or other plan or arrangement
at any time after the date hereof. Notwithstanding the foregoing, the benefits
provided to the Executive during the Term of Employment will not be materially
less favorable in the aggregate than the benefits in effect for the executives
of CompBenefits of equivalent position and title.
7. Termination of Employment. This Agreement and the Executive's employment
with CompBenefits and/or its subsidiaries may be terminated as follows:
(a) At any time by the mutual consent of the Executive and
(b) At any time for "cause" by CompBenefits upon written notice to the
Executive. For purposes of this agreement, a termination shall be for "cause"
(i) the Executive shall commit an act of fraud, embezzlement,
misappropriation or breach of fiduciary duty against CompBenefits or any of its
subsidiaries or affiliates or shall be convicted by a court of competent
jurisdiction or shall plead guilty or nolo contendere to any felony or crime
involving moral turpitude;
(ii) the Executive shall commit a material breach of any of the
covenants, terms or provisions of Section 9 hereof;
(iii) the Executive shall commit a material breach of any of the
covenants, terms or provisions hereof (other than pursuant to Section 9 hereof)
which breach has not been remedied within thirty (30) days after delivery to the
Executive by CompBenefits of written notice thereof; or
(iv) the Executive shall consistently disobey reasonable written
instructions from CompBenefits' President consistent with the terms of this
Agreement and Executive's duties, title, and general area of expertise;
(v) the Executive shall fail or be unable to carry out
effectively Executive's duties and obligations to CompBenefits and/or its
subsidiaries, or to participate effectively and actively in the management of
CompBenefits as determined in the reasonable judgment of CompBenefits'
President, after written notice and an opportunity to cure.
Upon termination for cause as provided in this Section 7 (b), (A) all
obligations of CompBenefits under this Agreement shall thereupon immediately
terminate other than any obligations with respect to earned but unpaid Base
Salary; provided, however, that the Executive shall not be entitled to receive
any bonus from CompBenefits with respect to the year during which such
termination occurred, and (B) CompBenefits shall have any and all rights and
remedies under this Agreement and applicable law.
(c) Upon the earlier death or permanent disability (as defined below)
of Executive continuing for a period of ninety (90) days. Upon any such
termination of the Executive's employment, all obligations of CompBenefits under
this Agreement shall thereupon immediately terminate other than any obligations
with respect to (i) earned but unpaid salary including any earned but unpaid
bonus from the previous fiscal year, if applicable, through the date of
termination, (ii) bonus payments with respect to the calendar year which such
termination occurred on the basis of and to the extent contemplated in any bonus
plan then in effect with respect to executive officers of CompBenefits,
pro-rated on the basis of number of days of the Executive's actual employment
hereunder during such calendar year through such termination, and (iii) in the
case of permanent disability continuation of health insurance benefits until the
first anniversary of the date of termination to the extent permitted under
Executive's group health insurance policy. As used herein, the definition of the
term "permanent disability" or "permanently disabled shall parallel the
definition of same as provided under the long-term disability insurance policy
then in effect on executives of the Company. In the event that no such policy is
in existence at the time of the contended disability, "permanent disability"
shall be defined as the inability of the Executive, by reason of injury, illness
or other similar cause, to perform a major part of his duties and
responsibilities in connection with the conduct of the business and affairs of
(d) At any time by the Executive upon sixty (60) days' prior written
notice to CompBenefits. Upon termination by the Executive as provided in this
Section 7 (d), all obligations of CompBenefits under this Agreement shall
thereupon immediately terminate other than any obligations with respect to
earned but unpaid Base Salary.
(e) At any time by CompBenefits without "cause" upon sixty (60) days'
prior written notice to the Executive. Upon termination by CompBenefits as
provided in this Section
7(e), all obligations of CompBenefits under this Agreement shall thereupon
immediately terminate other than any obligations with respect to earned but
unpaid Base Salary.
8. Severance Payments Following a Change In Control.
Notwithstanding CompBenefits' right to terminate Executive's
employment hereunder without Cause pursuant to 7(e) above, in the even