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EXHIBIT 10.21
EMPLOYMENT AGREEMENT
This
Employment Agreement (this "AGREEMENT") is made and entered into
as
of July 1, 2005 (the "Effective Date"), by and between Standard
Management
Corporation (the "COMPANY"), and Mark B. L. Long, a resident of the
State of
Indiana, (the "EMPLOYEE").
RECITALS
A.
Employee is expected to continue to make a major contribution to
the
profitability, growth and financial strength of the Company;
B. The
Company and Employee have determined that it is in their
respective
best interest to enter into this Agreement on the terms and
conditions as set
forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants
and promises contained herein, and for other good and valuable
consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereby
agree as follows:
1. EMPLOYMENT. The Company hereby employs Employee, and Employee
hereby accepts
employment by the Company, upon the terms and conditions set forth
in this
Agreement.
2. DUTIES. Employee shall serve as Executive Vice President -
Pharmacy
Operations and agrees to be subject to the general supervision,
orders, advice
and direction of the President or Chairman of the Board of
Directors for the
Company (the "President" or the "Chairman") in a manner consistent
with The
Articles of Incorporation and By-Laws of the Company.
3. EXTENT OF SERVICES. During the term of Employee's employment
hereunder,
Employee shall devote his full working time and efforts to the
performance of
his duties and the furtherance of the interests of the Company and
shall not be
otherwise employed.
4. TERM. Subject to the provisions for termination in Section 6
below, the
initial term of employment of Employee under this Agreement shall
be one (1)
year from and after the Effective Date and it shall automatically
renew annually
for successive one (1) year periods (the "RENEWAL TERM," and
together with the
Initial Term, the "EMPLOYMENT TERM"), unless the Company or
Employee elects not
to renew this Agreement by serving written notice of such intention
not to renew
on the other party at least ninety (90) days prior to the
succeeding Effective
Date. If such an election is made, this Agreement shall be in full
force and
effect for the remaining portion of the then-current one (1) year
period,
subject to the provisions for termination in Section 6 of this
Agreement. Any
reference in this Agreement to "the Employment Term" means the
initial term and
any renewal terms, each of which shall be considered a separate
term.
5. COMPENSATION AND BENEFITS.
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5.1
SALARY. In consideration of the services rendered to the
Company
hereunder by Employee and Employee's covenants hereunder, the
Company shall,
during the Employment Term, pay Employee a salary at the annual
rate of
Two-Hundred, Ten Thousand Dollars ($210,000), less statutory
deductions and
withholdings, payable in accordance with the Company's regular
payroll
practices. In addition, Employee will be eligible to receive an
annual salary
increase in an amount to be determined by the Chairman.
5.2 BONUS.
Employee may receive bonuses based upon his performance in his
Employee and management capacity. Whether to award such bonuses and
the amounts
thereof shall be determined solely by the Chairman of the
Company.
5.3
BENEFITS PACKAGE. During the Employment Term, Employee shall be
entitled to participate in the Company's corporate, medical and
disability
insurance plans, at such time as Employee shall have fulfilled the
eligibility
requirements for participation therein. Employee shall be entitled
to all other
fringe benefits generally provided for salaried employees of the
Company as
provided under such fringe benefit programs.
5.4 STOCK
OPTION. Employee shall be entitled to participate in the
Standard Management Corporation ("SMC") Incentive Stock Option Plan
at the
discretion of the "SMC's" Stock Option Committee.
5.5
VACATION. Employee shall be entitled to the greater of (i) 20
days
Paid Time Off ("PTO") for each year of the Employment Term; or (ii)
the number
of PTO days to which Employee would be entitled in accordance with
the PTO
policy and years of service with the Company or it affiliates.
5.6
EXPENSES. The Company shall, during the Employment Term,
reimburse
Employee for all reasonable travel, business entertainment and
other business
expenses incurred by Employee in rendering services under this
Contract. Such
reimbursement shall be subject to compliance with the applicable
policies and
procedures established by the Company.
6.
TERMINATION. Employee's employment and this Agreement (except
as
otherwise provided hereunder) shall terminate upon the occurrence
of any of the
following, at the time set forth therefor (the "TERMINATION
DATE"):
6.1 DEATH
OR DISABILITY. Immediately upon the death of Employee or a
determination by the Company that Employee has ceased to be able to
perform the
essential functions of his duties, with or without reasonable
accommodation, for
a period of not less than ninety (90) days, due to a mental or
physical illness
or incapacity ("DISABILITY") (termination pursuant to this Section
6.1 being
referred to herein as termination for "DEATH OR DISABILITY");
or
6.2
VOLUNTARY TERMINATION. Thirty (30) days following Employee's
written
notice to the Company of termination of employment or;
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6.3
TERMINATION FOR CAUSE. Immediately following notice of termination
for
"Cause" (as defined below), specifying such Cause, given by the
Company
(termination pursuant to this Section 6.3 being referred to herein
as
termination for "CAUSE"). As used herein, "Cause" means (i)
termination based on
Employee's conviction or plea of "guilty" or "no contest" to any
crime
constituting a felony in the jurisdiction in which committed, any
crime
involving moral turpitude (whether or not a felony), or any other
violation of
criminal law involving dishonesty or willful misconduct that
materially injures
the Company (whether or not a felony); (ii) Employee's substance
abuse that in
any manner interferes with the performance of his duties; (iii)
Employee's
failure or refusal to perform his duties at all or in an acceptable
manner as
reasonably determined in the sole discretion of the Company, or to
follow the
lawful orders, advice, directions, policies, standards and
regulations of the
Company and its Chairman or President, as promulgated from time to
time; (iv)
Employee's breach of this Agreement; (v) misconduct by Employee
that has or
could discredit or damage the Company; (vi) an act or acts of fraud
or
dishonesty by Employee resulting in or tending to result in gain to
or personal
enrichment of Employee at the Company's expense; (vii) Employee's
indictment for
a felony violation of the federal securities laws; or (viii)
Employee's chronic
absence from work for reasons other than illness.
6.4
TERMINATION WITHOUT CAUSE. Notwithstanding any other provisions
contained herein, including, but not limited to Section 4 above,
the Company may
terminate Employee's employment thirty (30) days following notice
of termination
without Cause given by the Company; provided, however, that during
any such
thirty (30) day notice period, the Company may suspend, with no
reduction in pay
or benefits, Employee from his duties as set forth herein
(including, without
limitation, Employee's position as a representative and agent of
the Company)
(termination pursuant to this Section 6.4 being referred to herein
as
termination "WITHOUT CAUSE").
6.5 OTHER
REMEDIES. Termination pursuant to Section 6.3 above shall be in
addition to and without prejudice to any other right or remedy to
which the
Company may be entitled at law, in equity, or under this
Agreement.
7. SEVERANCE AND TERMINATION.
7.1 CHANGE
OF CONTROL. In the event a change of control (as defined below)
occurs during the Employment Term and the Employee's employment
with the Company
terminates within six (6) months following such change of control
for any reason
other than any termination provided for in Section 6, the Employee
shall be
entitled to a severance payment consisting of twelve (12) months
salary. In
addition, Employee shall continue to be entitled to all benefits
throughout the
severance period.
(a) The Employee shall be entitled to the severance payments
described
in Section 7.1 if the Company's principal executive offices are
moved
outside, or if the Employee is relocated outside the geographic
area
consisting, of Hamilton County, Indiana and the counties contiguous
to
Hamilton
County, Indiana.
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(b) As used in this Agreement, the term "change of control"
means:
(i) a
change of ownership of 50% or more of the shares of voting stock
of
the
Company by any person or group (other than a person or group
including
Employee
or with whom or which Employee is affiliated), (ii) the
occurrence
of a "change of control" required to be described under the
proxy
disclosure rules of the Securities and Exchange Commission or
(iii)
any person
or group (other than (A) a person or group including Employee
or with
whom or which Employee is affiliated or (B) Parent or any of
its
affiliates) is or becomes a beneficial owner, directly or
indirectly, of
securities
of the Company representing more than fifty percent (50%) of
the
combined voting power of the Company's then-outstanding
securities.
7.2
VOLUNTARY TERMINATION, TERMINATION FOR CAUSE, TERMINATION FOR DEATH
OR
DISABILITY. In the case of a termination of Employee's employment
hereunder for
Death or Disability in accordance with Section 6.1 above, or
Employee's
Voluntary termination of employment hereunder in accordance with
Section 6.2
above, or a termination of Employee's employment hereunder for
Cause in
accordance with Section 6.3 above, (i) Employee shall not be
entitled to receive
payment of, and the Company shall have no obligation to pay, any
severance or
similar compensation attributable to such termination, other than
Salary earned
but unpaid, accrued but unused vacation to the extent required by
the Company's
policies, vested benefits under any employee benefit plan, and any
unreimbursed
expenses pursuant to Section 5.6 hereof incurred by Employee as of
the
Termination Date, and (ii) the Company's obligations under this
Agreement shall
immediately cease.
7.3
TERMINATION WITHOUT CAUSE. Subject to the provisions set forth in
this
Agreement, in the case of a termination of Employee's employmen
