EX-10 2 securitynatexh1017.txt Exhibit 10.17 ------------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into this 16th day of July, 2004 effective as of the 4th day of December, 2003, by and between SECURITY NATIONAL FINANCIAL CORPORATION, a Utah corporation (the "Company"), and SCOTT M. QUIST ("Quist or Employee"). WITNESSETH: In consideration of the mutual covenants herein contained, the parties agree as follows: 1. EMPLOYMENT IN EXECUTIVE CAPACITY The Company hereby agrees to employ Quist as its President of Security National Financial Corporation and cause that he continue to be elected to his current positions in all subsidiary companies for a five-year term commencing on December 4, 2003, and terminating no sooner, other than for cause than December 4, 2008. The Company agrees to review this Employment Agreement on December 4, 2008, and December 4, 2013 for additional five-year periods provided that Employee has performed his duties with usual and customary care, diligence, and prudence becoming the position and has not performed or failed to perform any act which would justify a termination for cause. 2. EMPLOYEE AGREES TO DEVOTE FULL TIME Quist agrees to such employment and agrees to devote his full time and attention to the performance of his duties hereunder which shall include such additional duties as may be assigned to him from time to time by the Board of Directors and/or the Chairman of the Company. Employee agrees to perform such duties in a reasonable fashion using customary standards of diligence, care, and prudence commensurate with his position. 3. EMPLOYEE TO BE OFFICER During the term of this Agreement and each renewal thereof, it is agreed that Quist shall be elected as the President of Security National Financial Corporation and cause that he continue to be elected to his current positions in all subsidiary companies. 4. COMPENSATION In consideration of the services to be rendered by Quist as an officer of the Company, the Company agrees to pay Quist and he agrees to accept compensation at no less than his current rate of compensation including benefits inclusive of all subsidiary companies. It is agreed that the term "current rate of compensation" does not include such items as stock option grants or incentive or similar bonuses as may be granted by the Board of Directors from time to time. It is agreed that on a yearly anniversary date of this Employment Agreement or such other time as the Board of Directors may see fit, the compensation being paid to Quist shall be reviewed by the Board of Directors and adjusted by the Board of Directors as they see fit, but in no event shall compensation be less than the current rate of compensation. Quist shall be entitled to reimbursement for any and all reasonable expenses associated with his duties incurred by him in the performance of his duties. 1 5. DISABILITY In the event Quist is unable to perform the duties provided for hereunder because of illness or accident, then Quist shall be entitled to seventy five percent (75%) of the current rate of compensation provided for hereunder for a term of five (5) years from the date of the commencement of said disability pursuant to such illness or accident. In lieu of the benefit provided in this paragraph, the Company may purchase a disability policy. To the extent that any such policy were to pay a benefit in excess of seventy five percent of the current rate of the compensation provided for hereunder, then no additional benefit shall be due under this paragraph. To the extent any such benefit is less than one-half of the current rate of compensation then this paragraph shall be interpreted to pay an amount sufficient to bring the benefit to one-half of the current rate of compensation. 6. PENSION PLAN The Company agrees to provide an ESOP, 401-K Plan, Non-qualified stock plan or similar arrangement for Quist and to make a contribution to the Plan on behalf of Quist consistent with the Company's past and current practices regarding other executive employees of Security National Financial Corporation and subsidiary companies. 7. INSURANCE The Company agrees to maintain a group term life insurance policy in the amount of not less than $1,000,000 on the life of Quist, who shall have the right to designate the beneficiaries and the owner or owners of that policy. Such policy shall terminate upon retirement but if possible will be converted to an individual policy in favor of the Employee. It is agreed that premiums for his policy shall be paid by the Company until retirement or other termination. The Company further agrees to maintain a Whole Life Insurance Policy in the amount of $500,000.00 on the life of Quist, who shall have the right to designate the beneficiaries and the owner or owners of that policy. It is agreed that all premiums for both policies shall be paid by the Company until retirement or other termination. Employee agrees that it is his responsibility to locate and procure such coverage. Employee represents that he is capable of qualifying for such coverages under standard rates and conditions. If for whatever reason Employee does not so qualify then the benefit to be paid under this paragraph is the premium amounts that would be paid assuming standard rates and conditions. The Company agrees to purchase a group hospitalization policy for Quist providing family coverage for his spouse and minor children with benefits consistent with the Company's past and current practices regarding other executive employees of Security National Financial Corporation or its subsidiaries such coverage to be provided until retirement or other termination. 8. AUTOMOBILE The Company agrees to furnish Quist, until retirement or other termination, with an automobile or truck, consistent with past practices, with lease or purchase payments to be made by the Company. 9. MERGER OR SALE In the event the business conducted by the Company is acquired by another entity through acquisition of assets, merger, or otherwise, this Agreement shall be binding upon any such successor organization and that any such agreements having as their subject such combination shall specifically adopt this Agreement. However, if Quist does not continue his employment at the same salary, terms, and conditions, then and in that event, and in addition to the Retirement Benefit contained in paragraph 12, the Company agrees to pay Quist full salary plus all benefits including bonuses, options, etc, for a term of seven (7) years from the date of his termination. In the event Quist is able 2 to negotiate an Employment Agreement with a successor entity that is equal to or more favorable than this Agreement, then this provision shall be void. In the event that Quist is able to negotiate an employment agreement with a successor entity that is less favorable than the terms contained herein, then this Agreement shall be interpreted so as to make up the shortfall in compensation such that Employee shall receive the amounts that he would have received under this Agreement. 10. RETIREMENT BENFITS Quist shall be entitled to receive an annual Retirement Benefit commencing one month from the date of his retirement (to commence no sooner than age 65), five years following complete disability or the completion of paragraph 5, or termination of his employment without cause whenever occurring, in an amount equal to seventy five (75%) of his then current rate of compensation. This Benefit shall be paid annually for ten (10) years. In the event Quist dies prior to receiving all benefits outlined in this paragraph, payments shall be made to his designated beneficiaries or his estate. 11. MODIFICATION The terms of this Agreement shall not be altered, amended or modified except in writing signed by a duly authorized officer of the Company and Quist. 12. PAROL AGREEMENTS This Agreement contains the entire contract between the parties, and any representations that may have heretofore been made by either party to the other are void. Neither party has relied on such prior representations in entering into this Agreement. 13. DECISIONS OF THE BOARD OF DIRECTORS AND BINDING ARBITRATION Decisions and determinations as contemplated in this Agreement regarding Employee shall be made by majority vote of the Board of Directors of the Company. If Quist is a member of such Board, he shall be recused from voting. If any disputes are subjected to litigation, then the Company shall provide counsel to Quist for such litigation. 14. NOTICES Any notices required to be given hereunder shall be deemed officially given if sent by certified mail to the above-mentioned addresses or to such other addresses as either party may hereafter designate by notice given in the same manner. This Agreement supersedes all prior understandings and agreements between the parties and may not be changed or terminated orally, but only by a writing, signed by the parties hereto. IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written. ATTEST: SECURITY NATIONAL FINANCIAL CORPORATION ---------------------------- -------------------------- George R. Quist, Chairman -------------------------- Scott M. Quist, President