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Employment Agreement
Employment Agreement (33K)
Doc #116224: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Agreement is entered into as of this 10th day of May, 2000 by and among you, SHEKAR NARASIMHAN, WMF GROUP Inc. (the "Employer" or the "Company") and PRUDENTIAL MORTGAGE CAPITAL CORPORATION ("PMCC").
WHEREAS, simultaneously with the execution hereof PMCC is entering into an Agreement and Plan of Merger, whereby the Employer will merge with a subsidiary of PMCC and thereby become a wholly owned subsidiary of PMCC;
WHEREAS, PMCC and Employer wish to secure your agreement to provide services to them following the closing of such merger, and you are willing to agree to provide such services to induce PMCC to enter into the Merger Agreement; and
WHEREAS, each of the parties agrees that this Agreement will not take effect until the closing of such merger, and will not become effective unless and until such merger is consummated.
NOW, THEREFORE, PMCC, Employer and you agree as follows:
1. Effective Date. This Agreement shall be and become effective on -------------- the date on which the Agreement and Plan of Merger (the "Merger Agreement"), by and between PMCC and Employer, of ever date herewith, closes (the "Closing Date"). If the Merger Agreement is terminated in accordance with its terms, or if the Closing Date does not occur on or before October 31, 2000, this Agreement shall be rendered void and without effect, and neither Employer nor PMCC will have any obligations or liability to you, and you will have no obligations or liability to Employer or PMCC, hereunder.
2. Background/Compliance Checks. This Agreement is subject to the ---------------------------- successful completion of a consent and disclosure form, background, character and reference check, a conflict of interest questionnaire, crime bill notice to applicants, information security policy agreement and your ability to demonstrate legal authorization to work in the United States, provided, however, if completion of any of these documents or activities is not successful, Employer will still be required to make the payment called for under Section 6(d) of this Agreement.
3. Employment and Duties. As of the Closing Date, your title with --------------------- Employer shall be Managing Director. You shall perform such duties as are required of a Managing Director and any additional duties consistent with those for a Managing Director that PMCC may assign from time to time. Without limiting the generality of the foregoing, subject to the ability of PMCC to make changes therein, you shall have the following duties and responsibilities: (i) Fannie Mae Portfolio Management, (ii) FHA
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Prudential
As referenced in this Employment Agreement:
Prudential Insurance Co – notwithstanding the termination of your employment for any reason under
this Agreement.
(f) For purposes of this Agreement, Company Group means PMCC, The
Prudential Insurance Co mpany of America, and any other corporation,
partnership, limited liability company or other business entity under
common control with, controlled by or controlling _____________
dt 159740
;
Fannie Mae
As referenced in this Employment Agreement:
Fannie Mae – generality of the foregoing, subject to the ability of PMCC to make
changes therein, you shall have the following duties and responsibilities: (i)
Fannie Mae Portfolio Management, (ii) FHA
1
{PAGE}
Portfolio Management, (iii) Redbricks.com loan origination and other internet
origination efforts, and (iv) institutional portfolio _____________
Fannie Mae – will not, directly or indirectly
accept an Employment Opportunity with any commercial or multi-family lending
agency (including, but not limited to, FHA, Fannie Mae , Freddie Mac and Ginnie
Mae).
15. Covenant Not To Solicit.
-----------------------
(a) You agree that, except on behalf of the Company or PMCC, _____________
dt 97319
;
Freddie Mac
As referenced in this Employment Agreement:
Freddie Mac – directly or indirectly
accept an Employment Opportunity with any commercial or multi-family lending
agency (including, but not limited to, FHA, Fannie Mae, Freddie Mac and Ginnie
Mae).
15. Covenant Not To Solicit.
-----------------------
(a) You agree that, except on behalf of the Company or PMCC, during
the term _____________
dt 230097
;
| Shekar Narasimhan;
WMF Group Ltd.
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Subscribers | 2003 |
Employment Agreement
Employment Agreement (82K)
Doc #117980: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of the 4th day of June, 2003 ("Agreement Date") by and between Financial Industries Corporation, a Texas company ("Company"), and William P. Tedrow ("Executive"), a resident of Texas. In consideration of the mutual agreements contained herein, the Company and Executive agree as follows:
ARTICLE I.
DEFINITIONS
The terms set forth below have the following meanings (such meanings to be applicable to both the singular and plural forms, except where otherwise expressly indicated):
1.1 "Accrued Base Salary" means the amount of executive's Base Salary which is accrued but not yet paid as of the Date of termination.
1.2 "Affiliate" means any Person that directly or indirectly controls, is controlled by, is under common control with, the Company. For the purposes of this definition, the term "control" when used with respect to any Person means (a) the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, or (b) for purposes of Section 1.11 and Article VII, the power substantially to influence the direction of strategic management policies of such Person, and provided the Company has a direct or indirect commercial relationship with such Person, all as determined by the Compensation Committee of the Board or its successor. As of the date hereof, the Affiliates of the Company include all companies as listed on Exhibit 21.1 of the Company s Annual Report on Form 10-K filed on April 18, 2003 with the Securities and Exchange Commission and FIC Financial Services, Inc., a Nevada corporation. The term also includes any company which becomes an Affiliate of the Company on or after the date of this Agreement.
1.3 "Accrued Annual Bonus" means the amount any Annual Bonus earned but not yet paid with respect to any Fiscal Year ended prior to the date of termination.
1.4 "Agreement" -- as defined in the introductory paragraph of this Agreement.
1.5 "Agreement Date" -- as defined in the introductory paragraph of this Agreement.
1.6 "Anniversary Date" means any annual anniversary of the Agreement Date.
1.7 "Base Salary" -- as described in Section 4.1.
1.8 "Beneficiary" -- as defined in Section 9.2.
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FIC
As referenced in this Employment Agreement:
FINANCIAL INDUSTRIES CORP –
FINANCIAL INDUSTRIES CORP _____________
dt 1849299
;
| William P. Tedrow
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| Preview
Subscribers | 2003 |
Employment Agreement
Employment Agreement (34K)
Doc #196460: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into as of July 23, 2001 by and among NANCI FREEMAN, a resident of the State of California ("Employee"), and Crown Crafts, Inc., a Georgia corporation ("Employer").
WITNESSETH:
WHEREAS, Employer and Employee each deem it necessary and desirable, for their mutual protection, to execute a written document setting forth the terms and conditions of their employment relationship;
NOW, THEREFORE, in consideration of the employment of Employee by Employer, of the premises and the mutual promises and covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Employment and Duties. Employer hereby employs Employee to serve as President and Chief Executive Officer of CCIP, a wholly owned subsidiary of Employer and to perform such other duties and responsibilities as customarily performed by persons acting in such capacity. During the term of this Agreement, Employee will devote her full time and effort to her duties hereunder.
2. Term. Subject to the provisions regarding Termination as set forth in Section 10 of this Agreement, the period of Employee's employment under this Agreement shall be deemed to have commenced as of the date hereof and shall end on March 31, 2004 ("Initial Period") unless Employee dies before the end of the Initial Period, provided that the term of this Agreement shall after March 31, 2003 be extended automatically on the 1st day of each month for one additional month so that this Agreement shall always be for a full one-year period unless the Employer or the Employee shall affirmatively decide and notify the other to the contrary in writing of its or her intention that this Agreement shall not be so extended, in which event this Agreement shall terminate at the end of the one year period following such notice.
3. Compensation. For all services to be rendered by Employee during the term of this Agreement, Employer shall pay Employee in accordance with the terms set forth in Exhibit A,
{PAGE}
net of applicable withholdings, payable in bi-weekly installments except all bonuses, if any, will be paid annually in July of each year.
4. Expenses. So long as Employee is employed hereunder, Employee is entitled to receive reimbursement for, or seek payment directly by Employer of, all reasonable expenses which are consistent with the normal policy of Employer in the performance of Employee's duties hereunder, provided that Employee accounts for such expenses in writing.
5. Employee Benefits. So long as Employee is employed hereunder, Employee shall be entitled to participate in the various employee benefit programs available to similarly-situated employees which are adopted by Employer from time to time.
6. Vacation. Employee shall be entitled to twenty (20) days annual vacation.
7. Confidentiality. In Employee's position as an employee of Employer, Employee has had and will have access to confidential information, trade secrets and other proprietary information of vital importance to Employer and has developed and will continue to develop relationships with customers, employees and others who deal with Employer which are of value to Employer. Employer requires, as a condition to Employee's employment with Employer, that Employee agree to certain restrictions on Employee's use of the proprietary information and valuable relationships developed during Employee's employment with Employer. In consideration of the terms and conditions contained herein, the parties hereby agree as follows:
7.1 Employer and Employee mutually agree and acknowledge that Employer may entrust Employee with highly sensitive, confidential, restricted and proprietary information concerning various Business Opportunities (as hereinafter defined), customer lists, and personnel matters. Employee acknowledges that she shall bear a fiduciary responsibility to Employer to protect such information from use or disclosure that is not necessary for the performance of Employee's duties hereunder, as an essential incident of Employee's employment with Employer.
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Crown Crafts, Inc.
As referenced in this Employment Agreement:
Crown Crafts, – made and entered into
as of July 23, 2001 by and among NANCI FREEMAN, a resident of the State of
California ("Employee"), and Crown Crafts, Inc., a Georgia corporation
("Employer").
WITNESSETH:
WHEREAS, Employer and Employee each deem it necessary and desirable,
for their mutual protection, to execute _____________
Crown Crafts, – person or deposited in the United
States Mail, registered or certified, return receipt requested, with proper
postage prepaid and addressed as follows:
Employer: Crown Crafts, Inc.
1500 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Attn: E. Randall Chestnut, President
with a copy to: Rogers & Hardin LLP
2700 _____________
CROWN CRAFTS, – day and year first written above.
{Table}
{S} {C}
"Employee"
/s/ DEBRA L. DUNNE /s/ NANCI FREEMAN (SEAL)
----------------------------------------------------- ------------------------------------
Witness Nanci Freeman
ATTEST: "Employer"
CROWN CRAFTS, INC.
By: /s/ ROBERT A. ENHOLM /s/ E. RANDALL CHESTNUT
-------------------------------------------------- ------------------------------------
, Secretary President & CEO
--------------------------------- ------------------------------------
{/Table}
(CORPORATE SEAL)
(STAMP)
11
{PAGE}
Exhibit A
to _____________
Crown Crafts, – E. RANDALL CHESTNUT
-------------------------------------------------- ------------------------------------
, Secretary President & CEO
--------------------------------- ------------------------------------
{/Table}
(CORPORATE SEAL)
(STAMP)
11
{PAGE}
Exhibit A
to Employment Agreement By and Between
Nanci Freeman and
Crown Crafts, Inc., Inc.
Employee Compensation
Capitalized terms used herein and not defined shall have the meanings set forth
in the Employment Agreement.
BASE _____________
dt 224570
;
BofA
As referenced in this Employment Agreement:
Bank of America, – Employer; provided, that, in determining whether a Change in Control
has occurred, shares acquired by Bank of America, N.A., The Prudential Insurance
Company of America and Wachovia Bank, N.A. pursuant Bank of America, – to be adjusted to maintain the Employee's ownership
percentage upon exercise of warrants by Bank of America, N.A., The Prudential
Insurance Company of America and Wachovia, N.A. and should
dt 40621
;
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Wachovia Bank
As referenced in this Employment Agreement:
Wachovia Bank, – determining whether a Change in Control
has occurred, shares acquired by Bank of America, N.A., The Prudential Insurance
Company of America and Wachovia Bank, N.A. pursuant to that certain Subordinated
Note and Warrant Purchase Agreement dated as of July 23, 2001 shall not be
included.
_____________
dt 89007
;
Troutman Sanders
As referenced in this Employment Agreement:
Troutman Sanders – Employee: Nanci Freeman
3000 Via Alvarado
Palos Verdes Estates, CA 90274
with a copy to: Troutman Sanders LLP
600 Peachtree Street, NE
Suite 5200
Atlanta, Georgia 30308
Attn: Neal H. Ray, Esq.
dt 31791
;
Nanci Freeman
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