AMENDED EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into this 1st day of October, 2003, by
and between XXXXXXX INSURANCE ASSOCIATES, INC. (hereinafter referred to as
"Employer" or "Xxxxxxx"), a corporation organized under the Professional
Corporation Law of the Commonwealth of Pennsylvania, and XXXXXX X. XXXXXXXXX,
(hereinafter referred to as "Employee").
RECITALS
WHEREAS, the parties entered into an Employment Agreement on December
29, 2000; and
WHEREAS, the intention of the parties is that the Employment Agreement
of December 29, 2000 be amended in certain particulars and therefore, the
parties, in consideration of the mutual promises and covenants contained in this
Amended Employment Agreement, and with the intent to be legally bound hereby,
agree as follows:
1. That provision of the Agreement of December 29, 2000 entitled "4.
Compensation" is amended to reflect the commission schedule set forth in
Appendix AA.
2. That provision of the Agreement of December 29, 2000 entitled "9.
Non-Competition Covenant" is modified as follows: During the term of this
Employment Agreement and any extension, and without regard to its termination
for any reason which does not constitute a breach of this Employment Agreement
buy Xxxxxxx, and for a period of two (2) years thereafter, Employee shall not,
unless acting pursuant hereto or with the prior written consent of Xxxxxxx:
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A. Solicit or divert to any Competing Business any individual or entity
which is a customer/insured or Xxxxxxx for which any insurance products and/or
services are being provided by Xxxxxxx;
B. Employ, attempt to employ, solicit or assist any Competing Business
in employing any employee or contractor of Xxxxxxx; or
C. Engage in any actions or activities either by way of written or oral
statement or otherwise, intended to divert existing or prospective
customers/insureds from Xxxxxxx to any Competing Business within the geographic
confines of this Agreement as set forth below.
During the term of this Employment Agreement and any extension and
without regard to its termination for any reason which does not constitute a
breach of this Employment Agreement by Xxxxxxx, and for a period of one (1) year
thereafter, Employee shall not, unless acting pursuant hereto or with the prior
consent of Xxxxxxx:
A. Solicit or divert to any Competing Business any individual or entity
for which insurance products and/or services could be provided by Xxxxxxx;
B. Directly or indirectly, own, manage, operate, finance, join, control
or participate in the ownership, management, operation, financing or control of,
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or be connected as an officer, director, employee, partner, principal, agent,
broker, representative, consultant or otherwise with, or use or permit
Employee's name to be used in connection with any competing Business, as defined
below; provided, however, but notwithstanding the foregoing, this provision
shall not be construed to prohibit the ownership by employee of not more than
one (1%) per cent of the capital stock of any corporation which is engaged in
any Competing Business having a class of securities registered pursuant to the
Securities Exchange Act of 1934.
C. Employee acknowledges and agrees that the scope and extent of this
non-competition and restrictive covenant shall have application to all counties
in which Employer, and Northeast Pennsylvania Financial Corporation and its
subsidiaries had offices and branch offices during the term of this Agreement.
This covenant shall have effect for a period of twelve (12) months following
termination of this Agreement.
The remaining covenants contained in paragraph 9 are ratified and
confirmed.
3. In all other respects, the provisions of the Agreement of
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December 29, 2000, which have not been specifically modified herein, are
ratified and confirmed.
ATTEST: XXXXXXX INSURANCE ASSOCIATES, INC.
/s/ Xxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
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Secretary
/s/ Xxxxxxx Xxxxx /s/ Xxxxxx X. Xxxxxxxxx
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Witness Employee: XXXXXX X. XXXXXXXXX
0
Xxxxxxxx XX
Schedule of commissions payable
This appendix effective 10/1/03, relative to all commissions receivable after
10/1/03, is to be incorporated and embodied in the accompanying agreement as
pursuant to paragraph 4 of that agreement, sets forth the Employee's commission
payable pursuant to the terms of the agreement and this appendix
1.) The parties agree that the following definition shall have
application to both agreement and this appendix.
"Life Insurance" or Life-Related Products" is hereby generally
defined to mean Life, Health and Accident (including student
accident), Long Term Care, and other product normally
associated with full time Life Sales personnel.
"Investment related products" requiring NASD licenser
inclusive of securities investments, mutual fund sales, fixed
and variable annuities and related sales and service.
"Personal Lines Insurance" is herby generally defined as Auto,
Homeowners, and other types of Property and Casualty Insurance
handled by the Personal Lines Department of FIRST FEDERAL.
"Commercial Lines Insurance" is hereby generally defined as
Buildings, Contents, Workers Compensation, Bonds and other
types of property and Casualty Insurance handled by the
Commercial Lines Department of FIRST FEDERAL.
Employee benefits/group products include employer-sponsored
life, health, disability, dental, voluntary benefit plans and
pensions plans.
2.) The coding of business and calculation of the amount of the
applicable commissions and payments to employee shall be based
solely and exclusively on the accounting and other records of
FIRST FEDERAL which both parties hereto agree will be
controlling.
3.) The Employee's commission subject to the provisions of
paragraph 4 of this appendix will be as follows:
a.) Life-Related Products: 30% of premium up to target
Premium levels + 30% of gross commissions on 1035
monies in excess of target premium
b.) Personal Line Insurance :25% of first year agent
level commission, 0% renewals;
c.) Commercial Lines Insurance: 35% of first year and
renewal agent level commissions;
d.) Employee benefits/group product is 35% first year,
and renewal agent level commission;
e.) Annuities: annuity commissions will be paid per the
following breakdown:
1. 10% of the gross agency commission where a
licensed bank employee writes the business,
30% renewal
2. 20% of gross agency commission when agent
writes business from a referral of licensed
bank employee, <$50,000 in premium volume.
25% of gross agency commission when agent
writes business from a referral of a licensed
bank employee, >$50,001 in premium volume.
3. 30% of the gross agency commission for sales
generated from a referral from any and all
affiliates of Northeast Pennsylvania
Financial Corp., 30% renewal.
4. 35% of gross agency commission for sales
which have been prospected and generated by
the sales agent, 30% renewal
f.) Mutual Funds and Variable Annuities: will be
compensated to all appropriately licensed reps at a
rate of 35% of gross agency commission 30% renewal.
4.) Employee acknowledges that First Federal, upon ten (10) day's
written notice, has the absolute, unqualified and unilateral
right without reason stated to change the commissions payable
set forth in paragraph 3.
ATTEST: FIRST FEDERAL
/s/ Xxxx X. Xxxx /s/ Xxxxxx X. Xxxxxxx
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/s/ Xxxxxxx Xxxxx /s/ Xxxxxx X. Xxxxxxxxx
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Witness Employee
