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Exhibit
10.2
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AGREEMENT MADE AND
ENTERED INTO THIS 18 th day of July, 2007 (the “Effective
Date”), by and between BROOKE CREDIT CORPORATION, a Delaware
corporation (“Employer”), and Michael Lowry
(“Employee”), is as follows:
SUBJECT MATTER OF
EMPLOYMENT
Employer has and does, hereby continue
to employ Employee under this Executive Employment Agreement, to
carry out the duties of the office of Chief Executive Officer and
President for Employer. Employee hereby accepts continuing
employment by Employer, subject to the terms of this Executive
Employment Agreement.
Employer and Employee agree that as of
the Effective Date, Employee is an “executive officer”
of Brooke Credit Corporation for purposes of the Securities
Exchange Act of 1934, as amended.
The Employee’s title,
responsibilities and job description may be periodically revised by
Employer without requiring a written amendment to this
Agreement.
Employee shall report to
Employer’s Board of Directors. Without requiring a written
amendment to this Agreement, Employer has the right to change
Employee’s reporting relationship at any time and assign
Employee to report to another individual.
COMPENSATION, BENEFITS AND
EXPENSE REIMBURSEMENT
Employer agrees to pay to Employee base
salary at the annual rate of One Hundred Eighty-five Thousand and
no/100 Dollars ($185,000). The reference to base salary at an
annual rate in this Agreement shall not entitle Employee to payment
of salary beyond any salary earned through Employee’s
performance of services under this Agreement through the date of
any termination of Employee’s employment and/or this
Agreement. The base salary will be reviewed periodically for
adjustment by Employer, and, if adjusted, such adjusted amount will
become the base salary for purposes of this Agreement.
Employee shall be eligible to
participate in any short-term or long-term bonus or incentive
compensation plans, programs or arrangements as are designated by
the Employer at its sole discretion for participation by Employee.
Employee will be advised of any terms and performance criteria
relating to any such plans, programs or arrangements and any
participation by Employee in any such plans, programs or
arrangements shall not require a written amendment to this
Agreement.
Employer further agrees to provide an
automobile to Employee for business use and commuting provided that
it is used in accordance with the policies established from time to
time by Employer. Employee agrees that the automobile shall at all
times remain the property of Employer or one of its affiliates and
shall be returned to Employer upon termination of this
Agreement.
Employer further agrees to grant
Employee certain other benefits as specified in the personnel
policies established from time to time by Employer and subject to
the discretionary authority given to any applicable benefit plan
administrators . Employer’s personnel policies may be
changed from time to time by Employer without requiring a written
amendment to this Agreement.
Employer further agrees to reimburse
Employee for reasonable expenses incurred while carrying
out
the duties assigned by Employer to
Employee. Employee agrees to comply with Employer’s expense
reimbursement policies. At Employer’s option, Employee may be
provided with a corporate credit card for use in connection with
the payment of travel and other employment-related expenses
incurred in the performance of Employee’s duties under this
Agreement. Employee agrees to comply with any policies of Employer
applicable to corporate credit card use. Employer, at its sole
discretion, shall have the right to terminate the credit card
program or revoke Employee’s corporate credit card privileges
at any time for any reason. Upon any such termination of the
program, revocation of privileges, or termination of
Employee’s employment, Employee agrees to promptly return the
corporate credit card to Employer.
ADDITIONAL OBLIGATIONS OF
EMPLOYEE
Employee shall comply with the policies
(including Employer’s interpretations and clarifications
thereof) established from time to time by Employer.
Employee agrees to be bound by the rules
and policies set forth in the Brooke Credit Corporation Employee
Handbook as amended from time to time. Notwithstanding the
foregoing, for any provision of this Executive Employment Agreement
that is now or may become conflicted with the same or similar
provision in such Employee Handbook, the provision which provides
Employer most protection and grants Employer the greatest rights
shall govern. Employee further acknowledges that he has received,
read, and signed all relevant forms attached to the Employee
Handbook.
During and subsequent to
Employee’s employment under this Agreement, Employee shall
respect the confidentiality of client file information, franchise
agent information, broker/producer information, lending and loan
sales information, and employment file information owned or
controlled by Employer, Employer’s affiliates,
Employer’s sister companies, Brooke Corporation, the
franchise agents of Employer or any such affiliates, sister
companies or Brooke Corporation, or the brokers/producers of
Employer or any such affiliates, sister companies or Brooke
Corporation (collectively such affiliates, sister companies, Brooke
Corporation, franchise agents and brokers/producers shall be
referred to as “Employer Companies”). Employee shall
not remove any listing of clients, policy expiration information,
franchise agents, brokers/producers, customer leads, contacts,
lenders, purchasers of loans, or employees from premises or
electronic databases owned or rented by Employer or any of the
Employer Companies without the express written consent of Employer.
Employee shall not sell or trade any client, franchise agent,
broker/producer, lead, contact, borrower, lender, loan purchaser,
insurance company or employee information obtained as a result of
(1) access to Employer’s or Employer Companies’
client file, agency file, producer file, employment file, loan
file, lender, loan purchaser or policy expiration information, or
(2) business conducted by Employee for Employer or any of the
Employer Companies. Employee agrees that all client file, agency
file, producer file, employment file, borrower, lender, loan
purchaser, lead, contact, insurance company and policy expiration
information, and all good will associated with, or generated by,
such information remain the exclusive property of Employer or one
or more of the Employer Companies.
Except as Employer otherwise consents in
advance in writing, Employee shall not disclose or make any use of,
except for the benefit of Employer, at any time either during or
subsequent to Employee’s employment, any trade secrets,
confidential information, knowledge, documentation, data, or other
information of Employer or Employer Companies relating to products,
services, loans, processes, know-how, designs, clients, customer
lists, customer leads or contacts, borrowers, lenders,
2
purchasers of loans, insurance
companies, business plans, marketing plans, strategies, budgets,
financial results, pricing information, projections, acquisition or
divestiture plans, agent lists and information, broker/producer
lists and information, employee lists and information, personnel
changes, databases, software, designs or any matter pertaining to
any business of Employer, any of the Employer Companies or any of
their clients, which Employee produces, obtains or otherwise
acquires during the course of Employee’s employment, except
as herein provided. Employee agrees not to deliver, reproduce or in
any way allow any such trade secrets, confidential information,
knowledge, data or other information, or any documentation relating
thereto, to be delivered or used by any third parties without
specific direction and consent of Employer.
In the event of Employee’s
termination of employment with Employer for any reason whatsoever,
Employee agrees to promptly surrender and
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