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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT MADE AND ENTERED INTO THIS 29th
day of March, 2005, by and between BROOKE FRANCHISE CORPORATION, a
Missouri corporation ("Employer"), and Kyle L. Garst ("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 Senior Vice 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 March 23, 2005, 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 President of
Employer, currently Shawn T. Lowry. 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 Twenty --Five Thousand
Dollars ($125,000). 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 with Employer for any reason wha
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