Exhibit 10.22
Xxxx X. Xxxxxxx and Company, Incorporated
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into between Xxxxxx X. Xxxxxxxx (hereinafter
"Employee") and Xxxx X. Xxxxxxx and Company, Incorporated (hereinafter
"Xxxxxxx") at its principal place of business at Xxxxxxx Financial Center, 000
Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000.
1. Duties. Xxxxxxx agrees to employ Employee, and Employee agrees to perform the
duties of a Senior Vice President , Director of Corporate Development for the
benefit of Xxxxxxx on a full time basis.
2. Compensation. For all services rendered during the term of employment,
Xxxxxxx shall compensate Employee in accordance with the schedule attached
hereto as Exhibit A.
3. Benefits. Employee will receive the full range of standard benefits that
accrue to Xxxxxxx employees, including 401(k) plan, retirement plan, vacation,
and medical plans, as Employee meets the eligibility criteria set forth in those
benefit plans. Xxxxxxx reserves the right to modify, change, or discontinue its
benefit plans. In such event, Employee will be eligible for such benefits as are
then afforded to other Xxxxxxx employees in positions similar to that held by
Employee.
4. Licensing. Xxxxxxx agrees during the term of employment to train and educate
Employee in certain securities laws of the United States, the rules of the
National Association of Securities Dealers, Inc. ("NASD"), and the various stock
exchanges of which Xxxxxxx is a member, the operation and functions of the
various securities markets, the execution of securities trading transactions,
customer advising, sales techniques, and such other requirements as shall be
necessary to qualify Employee as a licensed principal of Xxxxxxx.
5. Compliance. Employee agrees to comply with and abide by all the rules and
regulations of the securities industry as set forth in state and federal law,
and in the rules and regulations of governmental agencies and self-regulatory
bodies. Employee also agrees to comply with and abide by all internal rules and
policies of Xxxxxxx as may be established and amended from time to time.
6. Trade Secrets. Employee acknowledges and agrees that the identities of
Xxxxxxx'x customers, and all memoranda, notes, records, statements, reports, and
documents of every kind concerning customers or customer accounts, or concerning
Xxxxxxx'x internal operations and procedures, regardless of whether such
documents were created by Xxxxxxx, Xxxxxxx'x clearing broker, an employee or
affiliate of Xxxxxxx, or by the Employee, and including all originals, copies,
electronic and other data compilations (the "Records") are confidential business
records and trade secrets of Xxxxxxx, and are the sole property of Xxxxxxx.
Except as otherwise permitted by Xxxxxxx, Employee agrees to maintain the
Records in the strictest confidence, to not share any Records with any person
outside of Xxxxxxx, except as necessary in the interest of Xxxxxxx. Upon
Employee's termination, whether voluntary or involuntary, with or without cause,
or whenever Xxxxxxx may request, Employee shall immediately relinquish
possession to Xxxxxxx of all Records. Employee agrees that Employee will not at
any time assert or claim an ownership or property interest in the Records nor
use information from the Records in any manner that might adversely affect
Xxxxxxx'x best interests.
7. Term of Employment. The Initial Term of Employment under the proposed
contract shall commence on March 1, 1998 and shall continue through September 1,
1999. After the end of the Initial Term of Employment, any continuing employment
relationship between Xxxxxxx and Employee shall then be an "employment at will"
relationship. That is, Xxxxxxx could terminate Employee at any time for any
reason, or for no reason at all, with or without notice. Likewise, Employee
could terminate his employment with Xxxxxxx at any time for any reason, or for
no reason at all, with or without notice.
8. Arbitration. Xxxxxxx and Employee agree that any dispute regarding or arising
out of this Agreement, the Employee's employment at Xxxxxxx, or any event
occurring in connection with Employee's employment or termination of employment
at Xxxxxxx, including but not limited to claims of fraud in the inducement of
this contract, defamation, discrimination, or harassment, shall be submitted to
arbitration pursuant to the Federal Arbitration Act. If Employee asserts any
claims against Xxxxxxx for which he or she seeks recovery of attorney fees, and
if Xxxxxxx prevails in such arbitration or other legal proceeding, Employee
agrees to pay Xxxxxxx the reasonable costs and attorney fees that Xxxxxxx incurs
in defending against any claims brought against it. Such arbitration will be
conducted before the National Association of Securities Dealers, Inc. ("NASD")
in accordance with the NASD Code of Arbitration Procedure, or if the NASD
refuses to accept jurisdiction, before the American Arbitration Association
("AAA") under the AAA's applicable Arbitration Rules. The award of the
arbitrator(s), or a majority of them, shall be final and judgment upon such
award may be entered in any court of competent jurisdiction. This arbitration
provision shall continue in force after the termination of employment.
9. Representations and Warranties. Employee hereby represents and warrants that
he has read this entire Agreement, and has had an opportunity to ask Xxxxxxx
representatives questions about it. Employee further represents and warrants
that he has had an opportunity to consult with an attorney (at Employee's
expense) before signing this Agreement. Employee acknowledges that he was
informed before accepting employment that signing this Employment Agreement is a
condition of employment.
10. Miscellaneous. This Agreement contains the entire agreement of the parties
and replaces all prior oral and/or written agreements between the parties. Any
amendments or modifications to this Agreement are void unless in writing and
signed by the party against whom enforcement is sought. If any provision of this
Agreement shall be held to be invalid or unenforceable by any court, arbitration
panel, regulatory agency, or self-regulatory body, the remaining provisions
shall remain valid and enforceable. Any delay or failure to enforce any
provision of this agreement with respect to a particular event or time shall not
constitute a waiver of the right to enforce that or any other provision of this
Agreement.
11. Governing Law & Venue. This Agreement, and indeed the entire relationship
between Employee and Xxxxxxx, shall be construed, interpreted, and enforced in
accordance with the laws of the State of Minnesota. Any arbitration or other
legal proceeding that may be brought by either party against the other shall be
venued in Minneapolis, Minnesota.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement on the dates indicated below:
XXXX X. XXXXXXX AND COMPANY, INC.
Dated: February 23, 1998 By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
CEO
Dated: February 23, 1998 By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
EXHIBIT A for Xxxxxx Xxxxxxxx
This exhibit sets forth the Director of Corporate Development compensation for
Employee, commencing on or about March 1, 1998 and continuing as long as
Employee remains employed during the Initial Term of Employment described in
Paragraph 7 of the Employment Agreement, "Term of Employment".
A. Salary. A salary at a rate of one hundred eighty thousand dollars ($180,000)
per year, to be paid every other week.
B. Incentive Compensation. An annual discretionary bonus which is targeted at
seventy thousand dollars ($70,000) and is funded out of the KII profit pool
shall be paid at the end of the calendar year, to Employee.
C. Stock Options. Xxxxxxx shall xxxxx to Employee, as of the beginning date of
employment and the execution of the employment agreement, an option to purchase
twenty five thousand (25,000) shares of Xxxxxxx Investments, Inc. ("KII") common
stock. This option grant is subject to approval by the KII Board of Directors.
The exercise price shall be equal to the closing price on the date the option is
granted, or if no sale of such stock shall have occurred on that date, on the
next preceding day on which there was a sale of stock. One-fifth of this
25,000-share option shall vest (that is, become exercisable) on the first
anniversary of the employment date and an additional 1/5 each on the second
through fifth anniversaries provided that Employee remains employed on such
anniversary date. All exercisable options shall expire at the close of business
on the sixth anniversary of the employment date.
Vesting Date Percentage/Number of Shares
------------ ---------------------------
February 15, 1999 5,000 shares
February 15, 2000 5,000 shares
February 15, 2001 5,000 shares
February 15, 2002 5,000 shares
February 15, 2003 5,000 shares
D. Loan of Purchase Price for Stock. At the start of employment and the
execution of the employment agreement with Xxxxxxx, Employee shall be granted
the right to borrow money from Xxxxxxx to purchase twenty five thousand (25,000)
shares of Xxxxxxx Investments, Inc. ("KII") common stock at the market price,
with interest on the loan to be charged at the cost of funds (broker call rate).
Employee shall sign a promissory note and a confession of judgment to secure
this loan. Interest will accrue and interest and principal will be due and
payable on the 5th anniversary of issuance, or when Employee is determined to
have violated the securities laws or Xxxxxxx'x internal rules, is the subject of
a bankruptcy petition, or if Employee's employment relationship with Xxxxxxx is
terminated, whether voluntarily, or involuntarily, with or without cause. If,
for the reasons described in this paragraph, the balance on this loan were to
become due and payable, Employee authorizes Xxxxxxx to withhold such amounts
from any compensation that might be due to the Employee. If Employee were to die
or become permanently disabled (as determined under Xxxxxxx'x policies) during
the term of the loan, the balance owed by Employee under the loan would be
forgiven.
E. Participation in Deferred Compensation Plan. Xxxxxxx is currently reviewing
the addition of a deferred compensation plan (which would be created as a long
term investment program offered to "key" employees of Xxxxxxx). If this program
is approved, the Employee shall be considered a participant in its first year of
implementation.
F. Vacation Employee shall be entitled to a total of 20 vacation days per
calendar year, with partial years prorated. Unused vacation time shall not be
carried forward from year to year.
