Exhibit 99.1
CHIEF EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT
AGREEMENT effective
September 1, 2005, between FCStone, LLC and Paul G.
Anderson.
1. Employment . FCStone, LLC
employs Paul G. Anderson (hereinafter “CEO”) as Chief
Executive Officer of FCStone, LLC, and CEO accepts full-time
employment, upon the terms and conditions of this Agreement. For
purposes of this Agreement, while FCStone, LLC shall be the
CEO’s employer of record, the term “Employer”
shall be defined as including FCStone Group, Inc. and each of its
subsidiaries as the context requires. The agreements contained
herein are in consideration of CEO’s continued employment,
and are in place of all previously established agreements and
understandings between the parties, except those agreements set
forth in Paragraph 17, which shall continue in force. Without
limiting the generality of the foregoing, this Agreement supercedes
and replaces the “Chief Executive Officer Employment
Agreement” dated February 22, 2002.
2. Annual Review . CEO’s
performance shall be reviewed each year by the Board of Directors
of FCStone Group, Inc. (the “Board”), or by a committee
thereof. Such review shall be completed and communicated to CEO
between the end of Employer’s fiscal year and the annual
meeting of the Board (the “Annual Meeting”).
3. Term of Employment or Employment at
Will . CEO shall be employed for a term of three years
ending on August 31, 2008. Unless the parties otherwise agree
in writing, the CEO’s employment relationship shall convert
to that of employment “at will” as of September 1,
2008. Termination of CEO’s employment shall be as provided in
Section 8.
4. Compensation . As compensation
for all services by CEO under this Employment Agreement, CEO shall
be paid a Base Salary, as well as incentive bonuses, defined
benefits, and fringe benefits set forth in the plans identified in
Exhibit 1, pursuant to the specific provisions of each plan.
CEO’s Base Salary shall be payable in twice-monthly
installments on the last and fifteenth (15 th ) day of each month (or the
first preceding business day, if such day is not a business day),
less applicable required withholding or authorized deductions.
Execution of this Agreement by CEO shall constitute written
authorization for Employer to make the withholdings from
CEO’s compensation as provided by this paragraph.
5. Duties . CEO is employed in the
capacity of President and Chief Executive Officer of FCStone, LLC
and its parent company, FCStone Group, Inc. and shall also serve as
an officer of such other subsidiaries of FCStone Group, Inc. as the
Board shall direct. CEO shall have such other duties as may be from
time to time prescribed by the Board. CEO shall report to the
Board.
6. Scope of Service . CEO shall
devote CEO’s entire time, attention and energies to
Employer’s business and shall not during the term of his
employment be engaged in any other business activity whether or not
such business activity is pursued for gain, profit or other
pecuniary advantage, without the written permission of the Board.
However, CEO may invest assets in such form or manner as will not
require services in the operation of the affairs of the companies
in which such investments are made.
7. Compliance with Laws, Regulations and
Policies . CEO shall at all times perform CEO’s
duties faithfully and diligently and in compliance with all
applicable laws, regulations, Employer policies and manuals, and
direction from the Board. Such compliance with laws and regulations
shall include, but not be limited to, compliance with the Commodity
Exchange Act, and the regulations of the Commodity Futures Trading
Commission as applicable. CEO shall become familiar with and shall
abide by the terms of Employer’s Compliance Manual
(“Manual”). Any disclosure or dissemination of the
Manual to outside persons is strictly prohibited. The provisions of
the Manual are intended to advance Employer’s compliance with
applicable laws, regulation and other requirements and also to
reduce and control financial and other risks. No separation of
these functions is expressed in the Manual. Nothing contained in
the Manual is intended as a statement of obligations to customers
or other third parties, and no customer or other third party shall
be entitled to rely upon its provisions.
8. Termination. During the term as
specified in Section 3, the employment of CEO shall not be
terminated by either party except (i) upon the death of CEO;
(ii) by the Board for “cause” as defined herein;
or (iii) by the CEO for “good reason” as defined
herein. If employment shall be converted to employment at will
under Section 3, the CEO’s employment thereafter may be
terminated at any time, with or without prior notice, and with or
without reason by either party.
A. Termination for cause shall be by
written notice. As used herein, “cause” shall mean:
(i) any material breach of any term of this agreement;
(ii) the willful failure of CEO to perform his duties
hereunder; (iii) the inability of CEO to perform his duties
hereunder due to incapacity or disability for a period of time
exceeding ninety (90) days; (iv) CEO intentionally
engages acts of misconduct that materially impact the goodwill or
business of Employer; (v) CEO willfully breaches a fiduciary
trust for personal profit; or (vi) CEO intentionally violates
any law, rule or regulation; provided, however, that no termination
under (i) or (ii) above shall be effective unless the CEO
does not cure such refusal or failure to the Board’s good
faith satisfaction as soon as practicable after the Board gives the
CEO written notice identifying such refusal or failure (and, in any
event, within thirty (30) calendar days after receipt of such
written notice). No act or failure to act on the part of the CEO
shall be considered “willful” unless it is done, or
omitted to be done, by the CEO in bad faith or without reasonable
belief that his action or omission was in the best interest of
Employer.
B. Termination by the CEO for
“good reason” shall mean a termination of the
CEO’s employment (i) following the assignment to the CEO
of any duties materially inconsistent with Paragraph 5 of this
Agreement, or any other action by the Board that results in a
diminution in the CEO’s position, authority, duties or
responsibilities, other than an isolated, insubstantial and
inadvertent action that is not taken in bad faith and is remedied
by the Board within a reasonable time after receipt of notice
thereof from the CEO; (ii) any requirement by the Board
without the consent of the CEO that the CEO’s services be
rendered primarily at a location or locations other than within the
greater Des Moines or the greater Kansas City metropolitan area and
for other than a de minimis period of time; (iii) any material
breach of this Agreement by the Board that is not remedied by the
Board as soon as practicable after the CEO provides the Board with
written notice identifying such refusal or failure (and in any
event within thirty (30) calendar days after receipt of such
written notice); or (iv) any failure by the Board to comply
with any provision of Paragraph 4 of this Agreement, other than an
isolated, insubstantial and inadvertent failure that is not taken
in bad faith and is remedied by the Board promptly after receipt of
notice thereof from the CEO.
9. Protection of Confidential
Information . CEO acknowledges that his work for Employer
wi
