Exhibit 10.1
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AGREEMENT MADE AND ENTERED INTO THIS 23 day of
February, 2005, by and between BROOKE FRANCHISE CORPORATION, a
Missouri corporation ("Employer"), and Shawn T. Lowry ("Employee"),
is as follows:
SUBJECT MATTER OF
EMPLOYMENT
Employer has and does, hereby employ Employee under this
Executive Employment Agreement, effective on January 1, 2005,
notwithstanding the date of this Agreement or the date such
Agreement is signed by either Employer or Employee, to carry out
the duties of the office of President for Employer. Employee hereby
accepts employment by Employer, subject to the terms of this
Executive Employment Agreement.
Employer and Employee agree that, notwithstanding Employee's
status as an employee and officer of Employer, Employee is an
"executive officer" of Brooke Corporation as of the effective date
of this Agreement 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 the Board of Directors of Employer.
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 and Thirty Thousand Dollars ($130,000). 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 Franchise 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, Employer's parent company,
the franchise agents of Employer or any such affiliates, sister
companies or parent company, or the brokers/producers of Employer
or any such affiliates, sister companies or parent company
(collectively such affiliates, sister companies, parent company,
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, 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 wit
