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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
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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
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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
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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.
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(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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| Preview
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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