Whereas, Capital Financial Services, Inc., a Wisconsin corporation
( "CFS" ), is a wholly-owned subsidiary of the Company;
and
Whereas, the Company desires to retain the services of the Employee
to direct and oversee the business activities of CFS;
Now, Therefore, in consideration of the
premises and the mutual covenants herein contained, the Company and
the Employee hereby agree as follows:
1.
Employment . The Company hereby employs the Employee
and the Employee hereby accepts employment with the Company upon
the terms and conditions hereinafter set forth.
2.
Term . Subject to the provisions for earlier
termination hereinafter set forth, the term of employment hereunder
shall commence on the date hereof and end on the day preceding the
second anniversary of the date hereof (the "Employment
Period" ).
3.
Compensation . The Company agrees to provide the
Employee with the following compensation for all services rendered
by the Employee under this Agreement:
3.1. Compensation
. Addendum A attached hereto lists eligible Registered
Representatives recruited through May 31, 2007, the percentages to
be applied to gross dealer concessions ( "GDC's" )
applicable to each Registered Representative, and expiration dates
applicable to each Registered Representative. The Employee
will be paid monthly an amount with respect to each Registered
Representative listed on Addendum A equal to that percentage
listed on Addendum A after the name of such Registered
Representative of the monthly GDC of such Registered
Representative, starting June 1, 2007, to and including the
applicable expiration date for such Registered Representative
listed on Addendum A. These monthly payments are to be made as
compensation for services under this Agreement and in connection
with the Employee's previous employment agreement with ND Holdings,
Inc. In no event shall the Employee be entitled to such
monthly payments with respect to any Registered Representative
beyond the applicable expiration date for such Registered
Representative, or with respect to any person or entity not listed
on Addendum A. In the event that a Registered Representative
ceases to be registered with CFS for any reason prior to the
expiration date applicable to such Registered Representative, such
monthly payments payable to the Employee with respect to such
Registered Representative shall cease upon the earlier to occur of
(i) the expiration date applicable to such Registered
Representative or (ii) the ninetieth (90 th ) day
after such Registered Representative ceases to be registered with
CFS.
3.2. Other
Benefits . To the extent that the Employee is otherwise
eligible to participate therein, during the Employment Period the
Employee shall be entitled to participate in and receive the
benefits of any and all pension, retirement, vacation, profit
sharing, health, disability, insurance and other benefit plans,
programs and policies, if any, which may be maintained by the
Company from time to time during the term hereof.
4.
Duties . The Employee shall serve as the Senior Vice
President Retail Administration of the Company. As such, the
Employee's duties and responsibilities shall include, but shall not
be limited to:
(i) Reporting to the
President of the Company;
(ii) Supervising the
administration and operations of CFS;
(iii) Directing the
organization charged with administering and monitoring regulated
activities to interpret and clarify laws and ensure compliance with
laws;
(iv) Directing and
coordinating activities of CFS to maximize returns on investments
and increased productivity;
(v) Developing, planning,
organizing and administering policies and procedures for CFS to
ensure administrative and operational objectives are met;
(vi) Consulting with
staff and others in government, business and private organizations
to discuss issues, coordinate activities and resolve
problems;
(vii) Evaluating findings
of investigations, surveys and studies to formulate policies and
techniques and recommending improvements for personnel actions,
programs or business services;
(viii) Preparing,
reviewing and submitting reports concerning activities, expenses,
budgets and other items affecting CFS;
(ix) Conducting or
directing investigations to resolve complaints and violations of
laws;
(x) Developing,
directing, and coordinating testing, hiring, training and
evaluation of staff personnel;
(xi) Participating in
activities to promote business and expand services, and providing
technical assistance in conducting conferences;
(xii) Delivering
speeches, writing articles and presenting information for the
Company at meetings or conventions to promote services, exchange
ideas and accomplish objectives;
(xiii) Implementing
corrective action plan to solve problems;
(xiv) Preparing budget
and directing and monitoring expenditures of department
funds;
(xv) Directing, planning
and implementing policies and objectives of the Company and its
business in
accordance with articles of incorporation, bylaws and board of
directors;
(xvi) Analyzing
operations to evaluate performance of CFS and staff and determining
areas of cost reduction and program improvement;
(xvii) Directing and
coordinating the financial and budget activities of CFS to fund
operations, maximize investments and increase efficiency;
(xviii) Directing and
coordinating activities of business or department concerned with
production, pricing, sales, and/or distribution of
products;
(xix) Directing
non-merchandising departments of business, such as advertising,
purchasing, credit and accounting;
(xx) Overseeing internal
control procedures;
(xxi) Screening,
selecting, hiring, transferring and discharging
employees.
(xxii) Promoting
objectives of CFS and its business before associations, public,
government agencies or community groups;
(xxiii) Negotiating or
approving contracts with suppliers and distributors;
(xxiv) Directing and
coordinating activities of business involved with buying and
selling investment products and financial services;
(xxv) Assigning or
delegating responsibilities to subordinates;
(xxvi) Reviewing
financial statements and sales and activity reports to ensure that
the objectives of CFS are achieved;
(xxvii) Conferring with
Company board members, Company management and CFS staff members to
establish policies and formulate plans; and
(xxviii) Directing
activities of CFS to plan procedures, establish responsibilities
and coordinate functions among departments and sites.
The Employee shall also be responsible for the
performance of such other duties and responsibilities as may be
prescribed from time to time by the President or Board of Directors
of the Company.
5.
Extent of Service . During the Employment Period, the
Employee agrees to devote substantially all of his attention and
time during normal business hours to the business and affairs of
the Company and to perform such responsibilities competently and in
good faith.
6.
Working Facilities . The Employee shall be furnished
with office space, furnishings, secretarial assistance and such
other facilities and services as thePresident of the Company shall
decide are reasonably necessary for the performance of the
Employee's duties.
7.
Expenses . The Company will reimburse the Employee for
such reasonable business expenses which are incurred by the
Employee in promoting the business of the Company upon the
presentation by the Employee from time to time (and at least
monthly) of an itemized account of such expenditures containing
such detail as may be reasonably required bythe President of the
Company.
8.
Termination of Employment.
8.1.
Disability. If the Board of Directors of the Company
determines in good faith that the Disability of the Employee has
occurred during the Employment Period (pursuant to the definition
of Disability set forth below), the Board of Directors of the
Company may give written notice to the Employee of its intention to
terminate the Employee's employment. In such event, the
Employee's employment with the Company shall terminate effective on
the 10th day after delivery of such notice to the Employee (the
"Disability Effective Date" ), provided that, within
the 10 days after such delivery, the Employee shall not have
returned to full-time performance of the Employee's duties.
For purposes of this Agreement, "Disability" shall mean the
absence of the Employee from the Employee's duties with the Company
on a full-time or part-time basis for 30 consecutive business days
as a result of incapacity due to mental or physical
illness.
8.2. Cause.
The Company may terminate the Employee's employment during the
Employment Period for Cause. For purposes of this Agreement,
"Cause" shall mean:
