OSF FINANCIAL SERVICES. INC.
3640 FOUNTAINVIEW OR,. #139
XXXXXXX, XX 00000
EMPLOYMENT AGREEMENT
This Agreement for Employment is made June i9, 2001 by and
between OSF Financial Services, Inc. ("Employer") and Xxxxx X.
Xxxxxxxxx ("Employee").
For good and valuable consideration, receipt of which is hereby
acknowledged the Employer shall employ as any Employee subject to
the following terms and conditions.
1. The Employee shall commence employment on January 1,2001.
2. The Employee shall perform the following duties and
responsibilities:
POSITION: CHIEF EXECUTIVE OFFICER
DUTIES & RESPONSIBILITIES
The Chief Executive Officer - shall have the following duties and
responsibilities:
A. The purpose, duty and responsibility of the Chief
Executive Officer (CEO) is to provide oversight and
management to the corporation, its personnel and
assets. The CEO is further task with providing the
link between the corporation and its Board of
Directors, the corporation and its shareholders and
the corporation and its customers. The CEO is
responsible for the fiscal performance of the
corporation.
The CEO is responsible for calling the Quarterly Board
of Directors meeting and providing financial and
administrative reports that may be required by the
Board of Directors.
B. The CEO must establish and keep clear, concise
commumcation with the corporate officers and
Department Directors. The use of electronic messaging
is highly recommended. Hard copy of electronic files
are required to kept at the corporate office.
C. The CEO is responsible for the following:
1. For management and oversight of the corporation's
assets, both material and human;
2. Is responsible for the implementation and
enforcement of company policies;
3. Ensuring compliance with lending guidelines along with
federal and state laws;
4. Informing the corporation's Board of Directors of any
violation of company's policy, lending guidelines
and/or federal and state laws. This must be in writing
withing 24 hours of its occurrence upon notification;
5. Promote, develop and implement "Customer Care
Relations" ideas and concepts to facilitate and
perpetuate a growing business atmosphere.
6. Encourage continuing education for all employees. The
idea is that a better educated employee is a more
valuable employee.
D. The CEO shall ensure fiscal accountability across the
board.
F. The CEO shall ensure administrative accountability and
compliance across the board.
F. The CEO shall stay abreast of changes in the mortgage
banking industty and implement such changes as deemed
necessary to stay at the forefront of the industry.
0. The CEO must be knowledgeable of and cause to be enforce
all Federal and State consumer-oriented laws and other
lending guidelines.
H. The CEO annually shall review or cause to be reviewed all
company policies and guidelines as indicated in the
Personnel Policy Manual along with applicable state and
federal laws. Upon making recommendations to the Board of
Directors and having same approved, CEO shall implement and
enforce or cause to be enforce any changes, amendments or
modifications approved by the Board.
I. The CEO shall provide direct oversight over the fiscal
affairs of the corporation. The CEO is responsible for the
quarterly audited financial reports from the Chief
Financial Officer to the Board.
J. Act as liaison between corporation and all governmental
agencies (HUDIFHA, VA, USDA!RD, Xxxxxx Mae & Xxxxxxx Mac),
city, state and federal. Maintain relationships and keep in
good standing.
K. Provide public relations for the corporation.
L. The CEO reports to the Board of Directors.
The Employee shall perform such further and other duties as are
required by the Employer.
3. The Employee shall work Monday through Friday from 8 A.M. to
5:30 P.M. and such additional hours as are required by the
Employer for the Employee to competently perform the duties of
his position. The Employee shall use his best efforts on behalf
of the Employer.
4. The Employee shall comply with all stated standards of
performance, policies, rules, regulations and manuals, receipt of
which by the Employee is hereby acknowledged. The Employee shall
also comply with such future Employer policies, rules,
regulations, performance standards and manuals as may be
published or amended from time to time.
5. The Employee's employment under this Agreement shall
commence January 1, 2001, and shall terminate on December 31,
2005, unless terminated prior to such time for cause. Cause is
defined as actions or lack thereof that presents actual danger to
the corporation or its employees, the value of its stock, or
other damage(s) that are deemed detrimental to the good order and
discipline of the corporation and the benefit of the
shareholders.
6. The Employer shall pay to the Employee as compensation for
services, and the Employee agrees to accept the sum of
$50,000.00 per year payable bi-monthly of $2083.33, and be
entitled to the following "fringe benefits't: Medical, Dental &
Life Insurance, 401(k) Plan, Stock Option Plan, Other Retirement
Plan corporation may put into effect.
Bonus - Based on the corporation's annual performance (amount to
be determined by the Board) the President may be eligible for a
bonus.
7. This contract of employment xxx terminate upon the
occurrence of any of the following events: (a) the death of the
Employee; (b) the failure of the Employee to perform his duties
satisfactorily after notice or warning thereot (c) for just cause
based upon non-performance of duties by Employee; (d) economic
reasons of the Employer which may arise during the term of this
Agreement and which may be beyond the control of the Employer.
In the event of termination by Employer, Employer agrees to the
following without change by the Employer and/or its Board of
Directors or its successors:
1. Employee shall be entitled to cash compensation in the
amount of $1,000,000.00 payable at the time of
termination;
2. Employee shall be entitled to maintain his/her Stock
Option Plan;
3. Employee shall be entitled to purchase any company
vehicle operated by the Employee for $1.00
If the Employee self-terminates employment for any reason besides
health (mental or physical) or mandatory retirement age, the
Employee shall forfeit the above guarantee benefits.
8. The Employee shall not, at any times during the period
hereof and for five (5) years from the date of termination of
this Agreement, directly or indirectly, within a geographic area
of 100 miles, engage in, or become involved in, any competitive
or similar business as that of the
within Employer.
9. Any dispute under this contract shall be required to be
resolved by binding arbitration of the parties hereto. Each party
shall select one arbitrator and both arbitrators shall select a
third. The arbitration shall be governed by the rules of the
American Arbitration Association then in force and effect.
10. This Agreement may not be assigned without prior notice by
either party, and subject to the mutual consent and approval of
any such assignment.
11. This Agreement constitutes the complete understanding
between the parties, unless amended by a subsequent written
instrument signed by the employer and employee.
Employee
Xxxxx X. Xxxxxxxxx Chief Executive Officer
Date
Employer
Date
Xxxxxxx Xxxxxx Corporate Secretary
