January 1, 1997
Xx. Xxxx X. Xxxxxx
AmVestors Financial Corporation
000 X.X. Eighth Avenue
Topeka, Kansas 6+6603
Dear Xx. Xxxxxx:
Re: Employment Agreement With AmVestors Financial Corporation (the
"Company")
This will confirm the Company's employment understanding as follows:
1. EMPLOYMENT
1.1 Full-time
The Company has agreed to employ you, and you have agreed
to accept Full-time employment in AmVestors Financial
Corporation (the "Company") as set forth below. The term
"Company" in this Agreement shall include all its subsidiaries
and affiliates.
The term "Full-time" shall be construed as meaning you shall
have no other employment, nor shall you engage in any
activity, as a principal, agent, owner, officer, employee,
partner, lender, investor, advisor or consultant, as an
insurance agent or broker, or for or with any enterprise
engaged in, or planning to engage in, business similar to or
planning to engage in, business similar to or resembling those
conducted by the Company.
1.2 Duties
Your title, which may be changed from time to time by the
Chief Executive Officer, or the Board of Directors, in its
discretion, shall be Executive Vice President - Accounting
and Finance.
You shall be responsible for the duties of an Executive
Vice President - Accounting and Finance to include, but not
limited to, those duties shown on the attached
Exhibit A
and such other duties as reasonably assigned
by the
Chief Executive Officer. These duties may be
changed
from time to time by the Chief Executive Officer or the
Board of Directors.
1.3 Time and Place
You shall provide the duties set forth herein at such time and
place and in such manner as the Chief Executive Officer or
the Board of Directors may, in their sole discretion,
reasonably direct.
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2. TERM
2.1 Term of Employment
Subject to the terms and conditions hereof, this Agreement
shall continue in force until December 31, 1997, and shall
automatically renew for successive twelve (12) month periods
unless otherwise terminated pursuant to Section 2.2.
2.2 Termination
a.
For Cause
Notwithstanding any other provision of this Agreement,
your employment may be terminated at the sole discretion
of the Company if you:
1) Fail to be present for work and perform duties set forth
herein or as reasonably requested from time to time by
the Chief Executive Officer, the President or
the Board
of Directors, except during vacation time, periods of
disability or illness, necessary business travel or if
you have been excused by the Chief Executive Officer.
(2) Divulge any confidential information to third parties
without the Company's prior written consent.
Confidential information shall include that described
in Section 4.1 and including, but not limited to, sales
methods, techniques, procedures or sources.
(3) Commit any act of gross negligence, willful mis-
conduct or dishonesty detrimental to the Company.
(4) Convicted of a felony.
b. Voluntary Severance
Your employment under this Agreement may be
terminated by you, upon thirty (30) days prior written
notice to the Company. All compensation and benefits
provided at the Company's expense, as described in
Section 3 of this Agreement, shall terminate on the date
of your termination under this Section 2.2b.
c. Other Than for Cause
Termination by the Company for reasons other than For
Cause, as specified above, shall be deemed to be
Termination Other Than for Cause. If the Company
terminates your employment Other Than for Cause, you
will be entitled to receive your current salary as set
forth
in Section 3.1 for a period of twelve (12) months
from the
termination date. You shall not be entitled to this twelve
(12) months of current salary if you terminate your
employment with the
Company.
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2.3 Disability
This Agreement may be terminated by you or the Company in
the event of your total and permanent disability, in
which
case you shall be entitled to six (6) months'
compensation as
set forth in Section 3 during the period of disability,
which
shall include any portion of such disability pay
received
hereunder prior to such
termination.
3. COMPENSATION
You
shall receive as full compensation for your services
hereunder the payments set forth in this Section 3.
3.1 Salary
You shall receive a salary of $160,000.00 per year, which may
be increased from time to time by the Company in its sole
discretion.
3.2 Bonus and Incentive Compensation
You may be eligible to participate in such bonus and incentive
compensation plans as the Board of Directors or Chief
Executive Officer permits.
3.3 Fringe Benefits
You shall be entitled to participate in all group health and
insurance programs and all other fringe benefit, employee
stock option plans, retirement plans or additional compensa-
tion which the Board of Directors may hereafter, in its sole
and absolute discretion, elect to make available to you.
3.4 Expenses
The Company shall reimburse you for your ordinary and
necessary business expenses in accordance with its
normal practices in effect from time to time.
4. CONFIDENTIAL INFORMATION AND COVENANT NOT TO COMPETE
4.1 Confidential and Proprietary Information
You acknowledge that certain information you obtain in
the performance of your duties hereunder is confidential
and proprietary information, and you agree not to disclose
such confidential and proprietary information without the
Company's written consent, either during the term of this
Agreement or after its expiration, except as may be required
in the performance of your duties hereunder, as may be
required by law or as the Company may authorize in
writing. All copies of the proprietary and confidential
information in your possession at the termination of your
employment shall be returned to us. Confidential and
proprietary information referred to in this paragraph includes
all non-published financial and accounting material, agent
lists, client lists, actuarial and profitability
studies,
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marketing test results, and all other information
designated
or treated by us as confidential or
proprietary.
4.2 Non-Competition During Period of Employment
Since your employment hereunder is to be full-time, you
agree that you will not, during the term of this Agreement,
without the Company's consent:
a. Engage in any other employment.
b. Be interested directly or indirectly as an
officer,
director, shareholder, partner, or owner in any
way of:
(1) Any other business or organization engaged in the
sale of insurance, or annuity, or investment products
whether or not such business or organization now is
or shall then be competing with the Company.
(2) Any other business or organization which is
competing with the Company, the Company's
affiliates or subsidiaries.
4.3 Non-Competition After Period of
Employment
If this agreement is terminated and you receive com-
pensation pursuant to Section 2.2c. or 2.3, you agree that
for one (1) year thereafter (hereinafter called the "Limited
Period"), you shall
not, without the Company's prior written
permission, attempt to entice
away from the Company or its
affiliates or subsidiaries on behalf of any party whatsoever,
or employ or otherwise engage, contract with or retain
directly or indirectly any employee then employed by the
Company or its affiliates or employed by them any time
during the one (1) year prior to such attempt or employ-
ment. You shall not during such Limited Period do anything
to
impair the Company or its affiliates or subsidiaries'
prospects of sales or business retention, and
shall not
solicit for any reason any of the Company's or its
employees,
agency personnel, insureds or applicants, nor accept
commissions directly or indirectly on any policy written in
replacement of any policy produced or written by the
Company or any of its affiliates or subsidiaries, nor
shall
you in any way derogate the Company or its
personnel.
4.4 Enforcement
You acknowledge that the covenants contained
in this
Section 4 are such that their breach are
unlikely to be
adequately compensable by damages and consent
that they
may be enforced by
injunction.
5. MISCELLANEOUS
` 5.1
Amendment
This Agreement may be amended only by written amendment
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executed by both you and the Company.
5.2 Entire Agreement
This Agreement shall constitute the entire agreement of the
parties
with respect to the subject matter. All prior
negotiations and understandings, whether written or oral,
are merged into this Agreement.
5.3 Notices
All notices required or permitted to be given hereunder shall
be in writing. Notices intended for the Company shall be
addressed to the Chief Executive Officer of the Company at
its home offices. Notices intended for you shall be address-
ed to you at your address shown on the Company's current
employment records, if you are then still employed by the
Company, and at your last known address if you are not then
so employed.
5.4 No Assignment
Neither party may assign this Agreement without the prior
written consent of the other.
5.5 Execution and Binding Effect
Your signing and returning the enclosed copy of this letter
will make it a binding contract binding on you, your heirs
and assigns, and upon the Company and its successors
and assigns.
Very truly yours,
AMVESTORS FINANCIAL CORPORATION
By: ________________________________
Agreed to:
___________________________________
Xxxx X. Xxxxxx
Date: ______________________________
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