Exhibit 10.26
EMPLOYMENT CONTRACT
WHEREAS, NHELP, Inc. ("NHELP"), a corporation organized under the Nevada
Business Corporation Act, is engaged in the business of providing services with
respect to eligible student loans under the Higher Education Act of 1965, as
amended; and
WHEREAS, NHELP seeks to employ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; and
WHEREAS, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ has previously served as an officer of a major
secondary market entity and has special skills, expertise and experience in the
field of student loans and secondary market services and products; and
WHEREAS, the parties desire to memorialize the terms of the employment
relationship in writing in its entirety.
NOW, THEREFORE, the parties hereby agree as follows:
1. Employment. NHELP (hereinafter referred to as "Employer") hereby
employs ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ under the terms and conditions of this Employment
Contract (the "Agreement") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (hereinafter referred to as
"Employee") agrees to provide his services (consistent with the duties
described in Section 4 below) to the Employer and any affiliate thereof under
the terms and conditions hereof. Employer may, from time to time, request
Employee to serve as a member of the Board of Directors of any of Employer's
affiliates, or as an officer of any of Employer's affiliates or in other
capacities or under other titles or designations with respect to Employer or
other related or affiliated entities. Employee may be required to accept such
service, directorship, officership, or other title or designation as to another
entity (with all appropriate insurance coverages ordinarily extended to
individuals serving in such positions pursuant to corporate bylaws or other
similar policies).
2. Term. The parties agree that the initial period of employment under
this Agreement shall be the five (5) year period beginning May 1, 2001 and
ending April 30, 2006. The five year term of the Agreement shall not be subject
to limitation or reduction by the parties except as specified herein. After the
initial five year term of this Agreement, this Agreement shall automatically
renew for successive one-year terms thereafter, unless terminated early under
Section 8 hereof, or unless either party gives written notice of intent not to
renew at least 90 days prior to the end of the initial term or any renewal term.
3. Compensation. As compensation for services rendered by Employee to
Employer, Employer shall pay Employee a base salary of Three Hundred and Eighty
Two Thousand Dollars ($382,000) for the first year, Three Hundred Eighty Two
Thousand Dollars ($382,000) for the second year, Three Hundred Sixty Four
Thousand Dollars ($364,000) for the third year, Three Hundred Forty Two Thousand
Dollars ($342,000) for the fourth year, and Three Hundred Thousand ($300,000)
for the fifth year, which shall be paid in equal bi-monthly installments during
each one-year period of employment, subject to all federal and state employment
tax deductions; provided, however, that base salary for the period of May 1
through September 30 of 2001 shall be paid on or before September 30, 2001. Such
base salary shall be
1
satisfied from payments of compensation made by Employer or any related or
affiliated entity, whether in the form of salary, board membership fees or other
forms of cash compensation. In addition to the base salary, Employee shall
receive an incentive bonus on an annual basis during the term of this Agreement
(prorated for the partial year from and after May 1, 2001) which shall be an
amount equal to $76,200 if the corporate pretax earnings of UNIPAC Service
Corporation ("UNIPAC") are, for the applicable year, at least $15 million, and
an additional $10,650 for each $1 million of earnings of UNIPAC in excess of $15
million for such applicable year up to a maximum aggregate bonus of $700,000, as
shown in the grid attached hereto as Schedule A. The corporate pretax earnings
of UNIPAC will be increased by the amount of goodwill amortization for the
applicable year in such calculation. If UNIPAC's corporate pretax earnings fall
between even million dollar figures, then the bonus will be prorated
accordingly. If this Agreement is terminated by Employee for Good Reason as
defined below prior to the end of the calendar year, then the bonus will be
prorated accordingly by multiplying the projected bonus that otherwise would be
payable for the year had Employee remained employed through the end of such year
by a fraction, the numerator of which shall be the number of days between the
last May 1 and the day of termination, and the denominator of which shall be
365. If this Agreement is terminated by Employee without Good Reason or by the
Employer with cause as defined below, then the Employee shall be entitled to no
bonus for the year in which the Agreement is terminated. In addition to the
foregoing monetary compensation, Employee shall be entitled to participate in
any and all plans and programs maintained by the Employer from time to time to
provide benefits for its employees generally, including without limitation any
qualified and nonqualified retirement plans, group medical plans, dental plans,
life insurance plans, accident or disability insurance plans, and fringe benefit
plans, subject to all eligibility requirements generally applicable under the
written terms of such plans. Employee shall be entitled to such further or
additional benefits from time to time as the Board of Directors may deem
appropriate under the circumstances.
4. Duties. Employee agrees to provide services to Employer as Employer may
reasonably require with respect to the operations of Employer in accord with the
duties set forth in the Articles and Bylaws of Employer or as such duties may be
determined or described from time to time by the Board of Directors or officers
of Employer. Employee shall provide such services as Employer or its affiliates
may reasonably request from time to time including, without limitation,
attracting student loan secondary markets throughout the nation to convert to
for-profit status and enabling Employer or its affiliates to acquire the same,
soliciting lenders to sell student loans and expanding the securitization and
financial enterprises of Employer and its affiliates. Employee's duties may be
expanded or changed from time to time. Employer agrees that Employee shall not
be required to move his residence from the State of Maine during the term of
this Agreement.
5. Other Business Activity. Employee acknowledges and agrees that Employee
shall have no other substantial management responsibilities with respect to any
other business entities not related to or affiliated with Employer, except as
expressly permitted by Employer. Notwithstanding the foregoing, Employer hereby
consents to the continuation of Employee's employment as president of Maine
Educational Services ("MES") so long as Employee's duties in such capacity do
not conflict with the performance of any material duties of his employment under
this Agreement.
2
6. Reimbursement of Expenses and Office. Employer acknowledges that
Employee may be required to undertake travel and incur expenses in rendering
services to Employer. Upon receipt by Employer of expense reports, copies of
receipts, and such other substantiation of expenses incurred by Employee in such
manner as Employer may require in accordance with standard practices and
policies, Employer agrees to reimburse Employee for all reasonable travel and
other expenses incurred in the pursuit of Employer's business. Employer may
provide guidelines or limitations regarding expenses at any time or modify such
guidelines or restrictions at any time.
7. Competition. In consideration for the limitations placed on elements of
"cause for termination" (as set forth below) and in consideration of the five
year duration of this Agreement, Employee expressly covenants and agrees that
during the term of his employment, Employee shall not compete, directly or
indirectly, for himself or on behalf of any other entity, as to the business of
Employer and the business of Employer's related or affiliated entities and for a
duration of one year thereafter, shall have no business-related contacts in
competition with Employer (or any of its affiliates) with any entity which was a
customer or provider of Employer (or any of its affiliates) during such time as
Employee was employed by Employer. For the purposes of this provision,
Employee's term of employment shall be deemed to continue in effect for so long
as payments are made to Employee by Employer under this Agreement, even though
Employee may have been discharged or his employment terminated for any reason
other than "cause" as defined in paragraph 8 of this Agreement.
8. Termination. Employer is obligated to pay the salary due to Employee
under the terms of this Agreement for the entire five year duration of this
Agreement without limitation, reduction or restriction; provided, however, that
this Agreement shall terminate on the Employee's voluntary resignation. In
addition, this Agreement may be terminated by Employer for cause. For the
purposes of this Agreement, the term cause means (a) willful and intentional
misconduct or neglect of duty by Employee, (b) breach of a material term of this
Agreement, or (c) defalcation or dishonesty in the conduct of Employer's
business. Pursuant to the terms of the Articles of Incorporation and Bylaws of
the Corporation, the Board of Directors retains and reserves the right to remove
any officer, employer or agent elected, employed or appointed by the Board of
Directors, when the best interests of the Corporation in the opinion of the
Board of Directors would be served by such removal, but such removal shall be
without prejudice to the contract rights of the Employee set forth herein and
unless such removal is based upon "cause," or the Employee's resignation (other
than for good reason), Employee shall be entitled to receive the monetary
compensation and benefits as described above for the remaining term of this
Agreement.
For purposes of this Agreement, the Employee shall have "Good Reason" to
terminate his employment, and shall be entitled to receive the monetary
compensation and benefits (described above) for the remaining initial term
hereof, if: (i) any duties are assigned to the Employee that are materially
inconsistent with his duties as set forth in Section 4 hereof; (ii) the Employer
fails to comply in any material respect with any of its material covenants and
agreements hereunder; (iii) the Employer directly or indirectly requests the
Employee to act, or omit to act, in a manner that would reasonably result in
subjecting Employee to criminal or civil liability or would reasonably result in
adversely affecting Employee's personal reputation, if discovered; or (iv)
insolvency of Employer occurs. Employee's written notice of termination of
3
his employment hereunder for Good Reason shall specify with reasonable detail
the nature of the grounds for such termination and provide Employer with a
period of thirty (30) days during which Employer shall be given the opportunity
to cure its deficient performance.
Upon Employee's death or total incapacity, Employer shall be
obligated to pay the base salary only to Employee or his estate, as applicable,
for the balance of the initial term of this Agreement.
9. Amendment. This Agreement may be modified only in writing by the
parties. This Agreement represents the complete Agreement of the parties, and
incorporates all of the terms and conditions of the Agreement of the parties
without exception.
10. Miscellaneous.
A. The rights and obligations of the parties hereto under this
Agreement may not be assigned in whole or in part without the prior
written consent of the other party hereto, provided, however, that
Employer may assign this Agreement in whole or in part to an affiliate,
subject to the consent of Employee which shall not be unreasonably
withheld. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their successors and permitted assigns.
B. This Agreement shall be governed by and construed in accordance
with the laws of the State of Nebraska.
C. This Agreement may be modified or otherwise amended only if such
modification or amendment is in writing and signed by both parties.
D. All notices and other communications under this Agreement shall
be deemed to have been duly given if delivered or mailed by regular United
States mail, sufficient postage pre-paid, addressed as follows:
If to Employer:
NHELP, Inc.
Attention: ▇▇▇ ▇▇▇▇, President
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and if to Employee:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Six Anchorage Place
South Portland, ME 04106
or to any such address as either party may direct in writing delivered to
the other party as set forth herein.
4
E. This Agreement may be executed in counterparts which shall
constitute one instrument when taken together.
This Employment Contract is entered into as of this 1st day of May, 2001.
NHELP, Inc., Employer
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇
---------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Employee Title: President
------------------------
5
Corporate Pretax Incentive
Earnings Amount(*)
-------- ---------
$15,000,000 $76,200
$16,000,000 $86,850
$17,000,000 $97,500
$18,000,000 $108,150
$19,000,000 $118,800
$20,000,000 $129,450
$21,000,000 $140,100
$22,000,000 $150,750
$23,000,000 $161,400
$24,000,000 $172,050
$25,000,000 $182,700
$26,000,000 $193,350
$27,000,000 $204,000
$28,000,000 $214,650
$29,000,000 $225,300
$30,000,000 $235,950
$31,000,000 $246,600
$32,000,000 $257,250
$33,000,000 $267,900
$34,000,000 $278,550
$35,000,000 $289,200
$36,000,000 $299,850
$37,000,000 $310,500
$38,000,000 $321,150
$39,000,000 $331,800
$40,000,000 $342,450
$41,000,000 $353,100
$42,000,000 $363,750
$43,000,000 $374,400
$44,000,000 $385,050
6
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ INCENTIVE GRID
$45,000,000 $395,700
$46,000,000 $406,350
$47,000,000 $417,000
$48,000,000 $427,650
$49,000,000 $438,300
$50,000,000 $448,950
$51,000,000 $459,600
$52,000,000 $470,250
$53,000,000 $480,900
$54,000,000 $491,550
$55,000,000 $502,200
$56,000,000 $512,850
$57,000,000 $523,500
$58,000,000 $534,150
$59,000,000 $544,800
$60,000,000 $555,000
$61,000,000 $565,650
$62,000,000 $576,300
$63,000,000 $586,950
$64,000,000 $597,600
$65,000,000 $608,250
$66,000,000 $618,900
$67,000,000 $629,550
$68,000,000 $640,200
$69,000,000 $650,850
$70,000,000 $661,500
$71,000,000 $672,150
$72,000,000 $682,800
$73,000,000 $693,450
$74,000,000 $700,000
$75,000,000 $700,000
(*) Corporate pretax earnings which fall between even million dollar figures
will result in prorated incentive amounts between the two closest even corporate
pretax earning amounts set forth above.
