EXHIBIT 10.2
Employment Agreement
This Agreement is made and effective as of June 19, 2024 (the “Effective Date”) by and between NICHOLAS FINANCIAL, INC., a Delaware company (“Employer” or “Company”) and CHARLES KREBS (“Employee”) and supersedes any prior employment-related agreements or oral representations between Employer and Employee unless otherwise incorporated into this Agreement by reference. Unless the context otherwise requires, all references to a designated section refer to the designated provision of this Agreement.
For and in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows:
(i) gross negligence, gross incompetence or willful misconduct in the performance of Employee’s duties with respect to the Company or any of its affiliates;
(ii) neglect, malfeasance, nonfeasance, or other conduct of Employee in the performance of the services contemplated by this Agreement which, in the sole judgment of Company, causes Employee to fail to satisfy reasonable standards of performance which have been communicated in advance to Employee and which Employee fails to cure after being given a reasonable opportunity to cure (the period of time for such reasonable opportunity to cure shall not exceed thirty (30) calendar days unless otherwise determined by Company);
(iii) the failure by Employee to comply with Company policies, decisions and instructions, as determined in the sole judgment of Company;
(iv) any suspension or barring of Employee from performing his material duties hereunder by reason of any statute, law, ordinance, regulation, order, judgment, or decree;
(v) willfully engaging in conduct that is materially injurious to the Company or any of its affiliates;
(vi) the disclosure, without specific authorization from the Company, of confidential information of the Company or any of its affiliates that is materially injurious to any such entity;
(vii) an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any of its affiliates;
(viii) has been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction);
(ix) the written confession by Employee of a felony, serious misdemeanor, or any crime or offense involving misuse or misappropriation of money or other property;
(x) irreconcilable differences with the Company or its Principal and/or Board;
(xi) obstructive, destructive, demoralizing or unethical behavior or any other serious or persistent misconduct;
(xii) knowingly providing false or misleading information about Company or its affiliates to any person;
(xiii) physically harming, threatening to harm or harassing (including sexual harassment) any employee, officer, director, agent and/or customer of Company or its affiliates;
(xiv) any actual conflict of interest;
(xv) engaging in any act that is intended to harm, or may reasonably be expected to harm, the reputation and/or interests of Company;
(xvi) any breach of this Agreement, including but not limited to any breach of the Employee covenants set forth in paragraph 10 or the failure or cessation of the Employee representations set forth in paragraph 14 to be true, accurate and complete; or
(xvii) any unforeseen circumstance that amounts to a breach of duty, contractual or otherwise, that Employee owes to Company.
(i) General. In the event of Employee’s death during the Term, all obligations of the parties under this Agreement shall terminate immediately, and Company shall pay to Employee’s legal representatives all outstanding Base Salary through the date of death, less payroll deductions and withholdings required by law. Any and all shares and/or options that are unvested shall be forfeited, and all such unvested shares and/or options shall immediately revert to the Company.
(ii) Disability. Subject to applicable state and federal law, if Employee is unable to perform Employee’s duties due to mental, physical, or other disability for a period of ninety (90) days in any twelve (12) consecutive months, as determined in good faith by the Company, this Agreement may be terminated by Company, at its option, by
written notice to Employee, effective on the termination date specified in such notice, provided such termination date shall not be a date prior to the date of the notice of termination itself. Company shall pay to Employee all outstanding Base Salary through the termination date specified in the notice, less payroll deductions and withholdings required by law. Any and all shares and/or options that are unvested shall be forfeited, and all such unvested shares and/or options shall immediately revert to the Company.
Employee understands and acknowledges that Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon Employee first having access to such Confidential Information (whether before or after Employee begins employment by Employer) and shall continue during and after Employee’s employment by Employer until such time as such Confidential Information has become public knowledge other than as a result of Employee’s breach of this Agreement or breach by a third party and/or by those acting in concert with Employee or on Employee’s behalf.
The covenants of Section 10 and the remedies of Employer under this Section 12 shall survive any termination of this Agreement. Further, the existence of any claim or cause of action by Employee against Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of the covenants of Section 10.
This Agreement is for the personal services of Employee, being entered into by Employer in reliance on and in consideration of the personal skills, qualifications, experience and representations of Employee regarding such skill, qualifications and experience. Thus, neither this Agreement nor any right or interest hereunder shall be assignable or transferable by Employee, Employee’s administrators, executors, legatees, heirs, and other legal representatives, except by will or by the laws of descent and distribution. Any purported assignment or transfer shall be null and void and shall be cause for immediate dismissal of Employee and termination of this Agreement for cause.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement with the intent it be effective as of the Effective Date.
NICHOLAS FINANCIAL, INC. By: /s/ Mike Rost Name: Mike Rost Title: Chief Executive Officer
| CHARLES KREBS By: /s/ Charles Krebs Name: Charles Krebs |