Exhibit 6.22
LIFE & HEALTH MANAGER'S EMPLOYMENT AGREEMENT
THIS AGREEMENT MADE AND ENTERED INTO THIS 16th day of April, 1999, by and
between Brooke Corporation ("Brooke"), and Xxxxx Xxxxxx, ("Employee"), is as
follows:
SUBJECT MATTER OF EMPLOYMENT
Brooke has and does, hereby employ Employee, commencing on June 14, 1999, to
carry out such duties and to perform such acts relating to the sales and service
of life, health and annuity policies through Brooke Life and Health, Inc.
Employees responsibilities shall include: (1) recruitment of franchise agents,
independent producers and employed agents to sell life, health and annuity
policies; (2) assistance to franchise agents, independent producers and employed
agents in the sale of life, health and annuity policies; (3) development and
marketing of new programs for the sale of life, health and annuity sales
policies; (4) negotiation with insurance companies for representation and for
profit sharing, bonus or override commissions; (5) perform various other legal
and administrative duties.
Employee shall be President of Brooke Life and Health, Inc. and shall report to
Xxxxxx X. Xxx, Chairman of Brooke Life and Health, Inc.. The Employee's
responsibilities and job description may be periodically revised by Brooke.
LIFE & HEALTH MANAGER'S BENEFITS AND COMPENSATION
Brooke agrees to pay to Employee a monthly salary of $5,500.
Brooke further agrees to pay to Employee an ANNUAL OPERATING PROFIT performance
bonus of $30,000 on January 20th of each subsequent year, if Brooke
Corporation's total consolidated operating income (Earnings Before Interest
Taxes and Depreciation) for the preceding year exceeds 80% of operating profit
objectives. Employee shall first become eligible for an annual performance bonus
payment in January, 2000 based on financial results for the year ending December
31, 1999.
Brooke further agrees to pay to Employee a QUARTERLY COMMISSIONS performance
bonus if total or gross commissions assigned by Brooke to Life and Health
Companies #300 for the 1st, 2nd, 3rd, or 4th quarters have increased from the
same quarter in the previous year by at least as much as the quarter commissions
growth objective. If Employee qualifies for a quarterly performance bonus, then
the amount of the quarterly performance bonus shall be 5% of the increase in
total or gross commissions received by Life and Health Companies #300 from the
same quarter in the previous year.
All commissions calculations shall be made, without further adjustment, from the
data included on monthly account statements prepared by Brooke in accordance
with the rules and procedures used by Brooke for compiling franchise agent
account statements. The 1st quarter performance bonus shall be based on account
statements printed in January, February and March and shall be paid in April.
The 2nd quarter performance bonus shall be based on account statements printed
in
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April, May and June and shall be paid in July. The 3rd quarter performance
bonus shall be based on account statements printed in July, August and
September and shall be paid in October. The 4th quarter performance shall be
based on account statements printed in October, November and December and
shall be paid in January. Employee shall first become eligible for a
quarterly bonus payment in October, 1999.
Brooke further agrees to reimburse Employee for reasonable expenses incurred
while carrying out the duties assigned by Brooke to Employee.
Brooke further agrees to grant Employee benefits as specified in the personnel
policies established from time to time by Brooke's Board of Directors. Brooke's
personnel policies may be changed from time to time by Brooke's Board of
Directors.
PERFORMANCE OBJECTIVES
Brooke's annual operating profit objective shall be $2,000,000 for 1999 and
$2,800,000 for 2000.
The quarterly life and health commissions growth objective for 1999 and 2000
shall be as follows:
1999 2000
Prior Year Estimated Total Commissions $50,000 $90,000
1st Quarter Growth Objectives 0 $30,000
0xx Xxxxxxx Xxxxxx Objectives $5,000 $40,000
0xx Xxxxxxx Xxxxxx Objectives $15,000 $50,000
4th Quarter Growth Objectives $20,000 $60,000
PROJECTED TOTAL COMMISSIONS $90,000 $270,000
All commissions calculations shall be made, without further adjustment, from the
data included on monthly account statements prepared by Brooke in accordance
with the rules and procedures used by Brooke for compiling franchise agent
account statements.
To reach the quarterly life and health objectives, annual expenses for 1999 and
2000 shall be expected not to exceed the following guidelines which are
expressed as a percentage of total commissions.
1999 2000
Wage/Salaries 80% 45%
Marketing, Advertising & Promotional 15% 10%
Agent Commissions 65% 65%
PROJECTED TOTAL EXPENSES 160% 120%
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The quarterly life and health commissions growth objective and annual expense
guidelines for 2001 and thereafter shall be determined annually based upon
reasonable factors.
ADDITIONAL OBLIGATIONS OF LIFE & HEALTH MANAGER
Employee shall comply with the policies (including Brooke's interpretations and
clarifications thereof) established from time to time by Brooke's Board of
Directors.
Employee shall respect the confidentiality of client file information owned or
controlled by Brooke, Brooke's affiliates, Brooke's sister companies or Brooke's
parent company (collectively referred to as "Brooke Companies"). Employee shall
not remove any listing of clients or listing of policy expiration information
from premises owned or rented by Brooke or Brooke Companies without the express
written consent of Brooke. Employee shall not sell or trade any client
information obtained as a result of access to Brooke or Brooke Companies' client
file or policy expiration information. Employee agrees that all client file and
policy expiration information remains the exclusive property of Brooke or Brooke
Companies.
Employee shall respect the confidentiality of business plans, operational plans,
marketing plans or any other business documents that have been developed or
acquired by Brooke or Brooke Companies.
Employee shall sell insurance and financial services exclusively for Brooke or
Brooke Companies.
TERMINATION OF EMPLOYMENT
The relationship between Brooke and Employee is an employment at will and
nothing in this agreement will terminate or reduce the right of either party to
terminate the employment relationship at any time for any reason.
Any professional errors or omissions coverage provided by Brooke for Employee
shall cease upon termination of this agreement. Any obligation by Brooke to pay
an annual performance bonus to Employee shall also cease upon termination of
this agreement.
COVENANT NOT TO SOLICIT
In the event that Employee's employment is terminated for any reason, Employee
does, hereby agree and covenant not to solicit insurance or financial services
from any clients of Brooke or Brooke Companies for a period of two (2) years
from and after the effective date of termination of employment unless such
solicitation is conducted as a franchise agent, independent producer or employed
agent of Brooke or Brooke Companies or such solicitation is conducted in a
geographical area in which Brooke or Brooke Companies has no franchise agents,
independent producers or employed agents.
Employee agrees that this prohibition is reasonable and necessary and his/her
association with Brooke and/or the opportunities which are afforded to him/her
is ample consideration for this restriction. Employee and Brooke understand that
Employee is not prohibited from working for any other company or in any
particular line of work, but that this post-employment covenant not
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to compete only restricts the employee from contacting in person, by telephone,
by mail or by any other means, those customers or potential customers he/she
worked with while employed by Brooke.
MISCELLANEOUS
This agreement shall supersede and take precedence over any and all prior
agreements, arrangements or understandings between Brooke or Brooke Companies
and the Employee relating to the subject matter hereof.
No oral understanding, oral statement, or oral promises or oral inducements
exist.
The waiver by Brooke of any breach of any provision of this agreement by
Employee shall not operate or be construed as a waiver of any subsequent breach
by the Employee.
Any notice required or permitted to be given under this agreement shall be
sufficient if in writing, and if sent by registered mail to Employee's residence
or to Brooke's principal office.
The rights and obligations of Brooke under this agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of Brooke.
This agreement may not be modified, revised, altered, added to, or extended in
any manner, superseded other than by an instrument in writing signed by all of
the parties hereto.
IT IS SO AGREED.
BROOKE EMPLOYEE
/s/ Xxxxxx X. Xxx by: /s/ Xxxxx Xxxxxx
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