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Exhibit 10.27
EMPLOYMENT AGREEMENT
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").
WITNESSETH
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.
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4.
Compensation.
(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.
6.
Benefits.
(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.
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(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
CompBenefits.
(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"
if:
(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
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(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
in
