Exhibit 10.11
EMPLOYMENT AGREEMENT
BETWEEN
XXXXXX X. XXXXX
AND
MORAMERICA CAPITAL CORPORATION
This Employment Agreement (the "Employment Agreement"), dated as of March
1, 2004, between MorAmerica Capital Corporation, an Iowa corporation (the
"Company"), and Xxxxxx X. Xxxxx, a resident of Iowa (the "Executive"):
WHEREAS, the Executive has served as Executive Vice President of the
Company for a number of years; and
WHEREAS, the Company wishes to continue to employ the Executive in the
capacities and on the terms and conditions set out below, and the Executive
desires to continue such employment, in the capacities and on the terms and
conditions set forth below.
NOW, THEREFORE, the Company and the Executive, in consideration of the
respective covenants set out below, hereby agree as follows:
1. EMPLOYMENT.
(a) POSITIONS. The Executive shall be employed by the Company as its
Chief Financial Officer.
(b) DUTIES. The Executive's principal employment duties and
responsibilities shall be those duties and responsibilities customary for
the position of Chief Financial Officer and as are set forth in the
Company's Bylaws applying to the Chief Financial Officer.
(c) EXTENT OF SERVICES. Executive shall devote the time, attention and
best efforts reasonably necessary to the performance of his business duties
and responsibilities under this Employment Agreement.
2. AT-WILL EMPLOYMENT. Executive is employed at-will under this
Employment Agreement, and nothing in this Employment Agreement shall change this
at-will status or confer any right with respect to continuation of employment by
the Company, and either Executive or Company may terminate Executive's
employment at any time, with or without cause, upon 60 days notice. Without
limiting the foregoing, this Employment Agreement will continue through February
28, 2005, but may be
extended for an additional one-year term upon the written agreement of both
parties to extension.
3. COMPENSATION. Executive is a principal and Executive Vice President of
InvestAmerica Investment Advisors, Inc. ("InvestAmerica"). Pursuant to an
Investment Advisory Support Services Agreement, effective March 1, 2004 (the
"Services Agreement"), InvestAmerica provides certain services to the Company.
Executive shall serve under this Employment Agreement without any additional
compensation.
4. BENEFITS.
(a) DIRECTORS AND OFFICERS INSURANCE. During the Term and thereafter
for a period sufficient to include any claims made within applicable
statute of limitations, the Executive shall be entitled to director and
officer insurance coverage for his acts and omissions while an officer and
director of the Company on a basis no less favorable to him than the
coverage provided to any other current officers and directors, and in no
event less extensive in coverage or amount than the existing coverage.
(b) EXPENSES, OFFICE AND SUPPORT. The Executive shall be entitled to
reimbursement of all reasonable expenses.
5. INDEMNIFICATION. The Company shall indemnify the Executive to the full
extent provided by Article X of the Bylaws of the Company.
6. COOPERATION IN FUTURE MATTERS. The Executive hereby agrees that for a
period of twelve (12) months following his termination of employment, he shall
cooperate with the Company's reasonable requests relating to matters that
pertain to the Executive's employment by the Company, including, without
limitation, providing information or limited consultation as to such matters,
participating in legal proceedings, investigations or audits on behalf of the
Company, or otherwise making himself reasonably available to the Company for
other related purposes. Any such cooperation shall be performed at scheduled
times taking into consideration the Executive's other commitments, and the
Executive shall be compensated at a reasonable hourly or per diem rate to be
agreed upon by the parties. The Executive shall not be required to perform such
cooperation to the extent it conflicts with any requirements of exclusivity of
services for another employer or otherwise, nor in any manner that in the good
faith belief of the Executive would conflict with his rights under or ability to
enforce this Employment Agreement.
7. GENERAL.
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(a) NOTICES. All notices and other communications hereunder shall be
in writing or by written telecommunication, and shall be deemed to have
been duly given if delivered personally or if sent by overnight courier or
by certified mail, return receipt requested, postage prepaid or sent by
written telecommunication or telecopy, to the relevant address set forth
below, or to such other address as the recipient of such notice or
communication shall have specified in writing to the other party hereto, in
accordance with this Section 7.
If to the Company, to: MorAmerica Capital Corporation
Xxx Xxxxx Xxxx Xxxxxx
Xxxxx 0000
Xxxx Xxxx Xxxx XX 00000
Fax (000) 000-0000
If to the Executive, to: Xxxxxx X. Xxxxx, Executive Vice President
Invest America Investment Advisors, Inc.
000 Xxxxxx Xxxxxx X.X., Xxxxx 000
Xxxxx Xxxxxx XX 00000
Fax (000) 000-0000
Any such notice shall be effective (i) if delivered personally, when
received, (ii) if sent by overnight courier, when receipted for, (iii) if
mailed, five (5) days after being mailed, and (iv) on confirmed receipt if
sent by written telecommunication or telecopy, provided a copy of such
communication is sent by regular mail, as described above.
(b) SEVERABILITY. If any provision of this Employment Agreement is or
becomes invalid, illegal or unenforceable in any respect under any law, the
validity, legality and enforceability of the remaining provisions hereof
shall not in any way be affected or impaired.
(c) WAIVERS. No delay or omission by either party hereto in exercising
any right, power or privilege hereunder shall impair such right, power or
privileges, nor shall any single or partial exercise of any such right,
power or privilege preclude any further exercise thereof or the exercise of
any other right, power or privilege.
(d) COUNTERPARTS. This Employment Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and same instrument. In making proof
of this Employment Agreement, it shall not be necessary to produce or
account for more than one such counterpart.
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(e) ASSIGNS. This Employment Agreement shall be binding upon and inure
to the benefit of the Company's successors and the Executive's personal or
legal representatives, executors, administrators, heirs, distributees, and
legatees.
(f) ENTIRE AGREEMENT. This Employment Agreement contains the entire
understanding of the parties, supersedes all prior agreements and
understandings, whether written or oral, relating to the subject matter
hereof and may not be amended except by a written instrument hereafter
signed by the Executive and a duly authorized representative of the Board
(other than the Executive).
(g) GOVERNING LAW. This Employment Agreement and the performance
hereof shall be construed and governed in accordance with the laws of the
State of Iowa, without giving effect to principles of conflicts of law.
(h) CONSTRUCTION. The language used in this Employment Agreement shall
be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction shall be applied against any
party. The headings of Section of this Employment Agreement are for
convenience of reference only and shall not affect its meaning or
construction. Whether any word is used herein in one gender, it shall be
construed to include the other gender, and any word used in the singular
shall be construed to include the plural in any case in which it would
apply and vice versa.
(i) SURVIVAL. The provisions of Sections 4 through 7 shall survive the
termination of this Employment Agreement.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Employment Agreement to be duly executed as of the date
first above written.
MORAMERICA CAPITAL CORPORATION XXXXXX X. XXXXX
By: /s/ Xxxx X. Xxxx, Xx. /s/ Xxxxxx X. Xxxxx
----------------------------- -----------------------------
Xxxx X. Xxxx, Xx.
Chairman of the Board
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