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EXHIBIT 10.4
EXECUTIVE EMPLOYMENT CONTRACT,
DATED AS OF MARCH 31, 2004,
BETWEEN TRACY MORGAN AND ADVANTAGE FINANCE, INC.
EXECUTIVE EMPLOYMENT CONTRACT
THIS CONTRACT is made as of
March 31, 2004 ("Effective Date"), between
ADVANTAGE FINANCE, INC. ("Advantage"), an
Ohio corporation having an address of
118 S. Sandusky Avenue, P.O. Box 90, Upper
Sandusky, Ohio 43351, and TRACY
MORGAN ("Mr. Morgan"), having an address of
__________________________________,
for Mr. Morgan's employment by Advantage as
President ("President") of
Advantage.
BACKGROUND
A. Advantage desires to
employ Mr. Morgan under the terms and conditions set
forth in this Contract.
B. Mr. Morgan desires to be
employed by Advantage under the terms set forth
in this Contract. In
consideration of the promises contained in this
Contract, the parties agree
as follows:
1. EMPLOYMENT. Upon the
terms and subject to the conditions of this Contract,
Advantage hereby agrees to employ Mr.
Morgan. Upon the terms and subject to the
conditions of this Contract, Mr. Morgan
agrees to serve as a full time employee
of Advantage.
2. SERVICES RENDERED.
(a)
General. Mr. Morgan shall render services and perform the duties
of
the position of President of Advantage.
Subject to Subsections 2(b) and 2(d),
Mr. Morgan shall perform such other duties
and have such other responsibilities
for Advantage as are of the same character
and nature as those typically
performed by the president of a finance
company of comparable size and with a
comparable market to that of Advantage.
(b)
Reporting. Mr. Morgan shall be subject to the supervision and
direction of the Board of Directors of
Advantage ("Board"). Mr. Morgan shall
have the authority set by the Advantage
Code of Regulations and the authority
delegated by the Board. Mr. Morgan will
report to the Chair of the Board and to
the Board. The Chair of the Board will
participate in an annual evaluation by
the Board of Mr. Morgan's performance.
(c) Full
time employee. Mr. Morgan shall devote his full time employment
during the term of this Contract to the
faithful and diligent performance of his
duties for Advantage. Mr. Morgan shall not
engage in other business activities,
whether or not the business activities are
pursued for gain, profit, or other
pecuniary advantage without the prior
written consent of Advantage.
(d)
Adherence to standards. Mr. Morgan shall perform all duties in
a
competent and professional manner. Mr.
Morgan shall abide by the Articles of
Incorporation and Code of Regulations of
Advantage; the rules, regulations,
policies, and performance objectives of
Advantage as they exist from time to
time; applicable ethical and business
standards; and the law. The parties
understand that collaborative goals and
objectives will be developed, and that
progress towards these established criteria
will be used to determine
performance. Mr. Morgan shall be
responsible for developing risk management
policies and procedures for Advantage that
use as primary tools for risk
management compliance with ethical, legal,
and business standards; training; and
audits and other retrospective reviews of
compliance with appropriate standards.
Advantage intends to grow, to seek
additional markets, and to increase
profitability (which intentions Mr. Morgan
acknowledges), and, as a result, Mr.
Morgan and Advantage acknowledge that
performance standards may change as
Advantage changes; however, compliance with
ethical standards and the law shall
remain constant.
3. COMPENSATION.
(a) Base
salary. During the initial term of this Contract, Advantage
shall
pay Mr. Morgan a base salary of $75,000,
subject to all applicable withholdings,
in accordance with the then current
policies of Advantage for executive
compensation. The base salary provided by
this Section 3(a) as adjusted under
Section 3(c) may be called "base
salary".
(b)
Employee benefits. In addition to the base salary, Advantage
shall
provide to, or for the benefit of, Mr.
Morgan the following employee benefits:
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(i) Vacation and sick leave. Participation in the vacation and
sick
leave plan maintained for executives of
Advantage, which includes three weeks of
vacation until Mr. Morgan's 15-year
anniversary with Advantage and four weeks
thereafter.
(ii) Business expense reimbursement. Reimbursement for, or
payment
of, the reasonable business and
entertainment expenses incurred by Mr. Morgan on
behalf of Advantage pursuant to the written
policies of Advantage or as
otherwise approved by the Board.
(iii) Continuing education/seminars. Reimbursement for
reasonable
expenses incurred by Mr. Morgan for
continuing education or seminar programs
attended by Mr. Morgan that are approved by
Advantage. Such attendance shall not
constitute vacation time, if the attendance
is approved by the Chair of the
Board.
(iv) Benefit plans. Participation in the retirement and welfare
benefit plans made available to the
employees of Advantage and in any such other
similar plans maintained by Advantage on
the same basis as the other executive
employees of Advantage who participate in
such plans.
(v) Deferred compensation program. Participation in Advantage's
deferred compensation program to the extent
authorized by law.
(vi) Health and disability insurance plans. Participation in
the
family group health, disability, and other
insurance plans made available to the
employees of Advantage and in any such
other similar plans maintained for the
executives of Advantage on the same basis
as the other executives participating
in such plans.
(vii) Life insurance plans. A term life insurance policy upon
the
life of Mr. Morgan in an amount equal to
one and one-half times his annual base
salary continuing on if Mr. Morgan becomes
partially or permanently disabled.
(viii) Memberships. Reimbursement for, or payment of, the
membership
dues and other expenses required to
maintain the membership of Mr. Morgan in
certain clubs and organizations that
Advantage determines are beneficial to
Advantage.
(ix) Automobile. One new automobile for use within a 60-mile
radius
of Upper Sandusky. Advantage may replace
the automobile at such time or times as
Advantage may choose. Advantage shall
furnish liability insurance, routine
maintenance, and fuel. Employee shall
operate the vehicle in a lawful manner,
shall be responsible for all violations of
law related to the vehicle, shall be
responsible for insuring that the
automobile is maintained, shall maintain the
vehicle in first-class salable condition,
and shall insure that the automobile
is available for Mr. Morgan's use in the
business of Advantage. If it is
necessary or desirable to make major
repairs to the automobile, Mr. Morgan shall
seek the prior approval of Advantage. Mr.
Morgan shall be responsible for major
repairs resulting from improper or
imprudent use or maintenance of the
automobile. "Major repairs" include
repairing damage suffered in accidents, tire
replacement, and other repairs outside the
regular schedule of maintenance
recommended by the manufacturer of the
vehicle.
Mr. Morgan shall submit
regular reports of personal use of the employee
benefits required under the Internal
Revenue Code to be treated as taxable
income to Mr. Morgan in order to allow
Advantage to determine the amount that
must be reported to the Internal Revenue
Service as compensation to Mr. Morgan.
In providing the employee benefits under
this Section 3(b), the Board may
determine that the payment for any or all
of such employee fringe benefits shall
be taken from the pre-tax salary of Mr.
Morgan, to the extent permissible under
applicable law.
The benefits provided under
this Section 3(b) and under annual adjustments,
if any, under Section 3(c) may be called
"employee benefits".
(c) Annual
review. Mr. Morgan's base salary and employee benefits will be
reviewed and, in the discretion of
Advantage, shall be subject to adjustment not
less frequently than annually, at the end
of each calendar year during the term
of this Contract. Any adjustments to Mr.
Morgan's base salary and employee
benefits (including any decision not to
adjust base salary or employee benefits)
shall be made in the sole discretion of the
Board.
4. TERM AND TERMINATION.
(a) Term;
renewal; and non-renewal. Mr. Morgan's employment and this
Contract are effective as of the Effective
Date and shall remain in full force
and effect for a period expiring March 31,
2006, unless earlier terminated. Mr.
Morgan's employment and this Contract shall
be renewed automatically for a one
year period following the conclusion of the
original term and following the end
of each subsequent one year period upon the
terms and conditions set forth in
this Contract, unless either party
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gives written notification to the other
party of the intention not to renew this
Contract or to alter any of its terms and
conditions not less than 60 days prior
to the termination hereof.
(b)
Termination by Advantage without cause. Advantage may terminate
Mr.
Morgan's employment without cause by giving
Mr. Morgan a notice of termination.
The notice of termination without cause
shall be effective upon the earlier of
actual receipt by Mr. Morgan or two days
after mailing by f
