Exhibit 10.10**EMPLOYMENT AGREEMENT**THIS AGREEMENT MADE AND ENTERED INTO THIS 8th day of December, 2006, by and between First AmericanCapital Corporation, a Kansas corporation (“Employer”), and Michael S. Hess (“Employee”), is asfollows:**SUBJECT MATTER OF EMPLOYMENT**Employer has and does, hereby employ Employee under this Employment Agreement, effective onJanuary 1, 2007, notwithstanding the date of this Agreement or the date such Agreement is signed byeither Employer or Employee, to carry out the duties and responsibilities of the office ofPresident of First Life Brokerage, Inc., a direct wholly owned subsidiary of Employer (“FLB”), toserve as FLB’s principal executive officer, to implement the policies and strategic goalsestablished by FLB’s Board of Directors and to perform such other duties and responsibilities asassigned by Employer or FLB’s Board of Directors. Employee hereby accepts employment by Employerand agrees to serve as President of FLB, subject to the terms of this Employment Agreement.Employer and Employee agree that, in connection with Employee’s services hereunder, Employee mayfrom time to time provide services to FACC or to another employer (“Affiliate”) that directly, orindirectly through one on more intermediaries, controls, or is controlled by, or is under commoncontrol with FACC and that any performance of services for an Affiliate shall be considered theperformance of services under this Agreement and subject to the terms of this Agreement.The Employee’s title, duties, responsibilities and job description may be periodically revised byEmployer or the Board of Directors of FLB without requiring a written amendment to this Agreement.Employee shall report to the Board of Directors of FLB. Without requiring a written amendment tothis Agreement, either Employer or the Board of Directors of FLB has the right to change Employee’sreporting relationship at any time and assign Employee to report to another supervisor.**COMPENSATION, BENEFITS AND EXPENSE REIMBURSEMENT**Employer agrees to pay to Employee base salary at the annual rate of One Hundred and ThirtyThousand Dollars ($130,000). The reference to base salary at an annual rate in this Agreement shallnot entitle Employee to payment of salary beyond any salary earned through Employee’s performanceof services under this Agreement through the date of any termination of Employee’s employmentand/or this Agreement. The base salary will be reviewed periodically for adjustment by Employer,and, if adjusted, such adjusted amount will become the base salary for purposes of this Agreement.
 
 

 
Employee shall be eligible to participate in any short-term or long-term bonus or incentivecompensation plans, programs or arrangements as are designated by the Employer at its solediscretion for participation by Employee. Employee will be advised of any terms and performancecriteria relating to any such plans, programs or arrangements and any participation by Employee inany such plans, programs or arrangements shall not require a written amendment to this Agreement.Employer further agrees to provide an automobile to Employee for business use and commutingprovided that it is used in accordance with the policies established from time to time by Employer.Employee agrees that the automobile shall at all times remain the property of Employer or one ofits Affiliates and shall be returned to Employer upon termination of this Agreement.Employer further agrees to grant Employee certain other benefits as specified in the personnelpolicies established from time to time by Employer and subject to the discretionary authority givento any applicable benefit plan administrators. Employer’s personnel policies may be changed fromtime to time by Employer without requiring a written amendment to this Agreement.Employer further agrees to reimburse Employee for reasonable expenses incurred while carrying outthe duties assigned by Employer to Employee. Employee agrees to comply with Employer’s expensereimbursement policies. At Employer’s option, Employee may be provided with a corporate credit cardfor use in connection with the payment of travel and other employment-related expenses incurred inthe performance of Employee’s duties under this Agreement. Employee agrees to comply with anypolicies of Employer applicable to corporate credit card use. Employer, at its sole discretion,shall have the right to terminate the credit card program or revoke Employee’s corporate creditcard privileges at any time for any reason. Upon any such termination of the program, revocation ofprivileges, or termination of Employee’s employment, Employee agrees to promptly return thecorporate credit card to Employer.**ADDITIONAL OBLIGATIONS OF EMPLOYEE**Employee agrees to be bound by and comply with the rules and policies (including Employer’sinterpretations and clarifications thereof) set forth in the First American Capital Corporation AndSubsidiaries Employee Manual or otherwise established or amended from time to time by Employer orFLB (the “Policies”). Notwithstanding the foregoing, for any provision of this Employment Agreementthat is now or may become conflicted with the same or similar provision in such Policies, theprovision which provides Employer most protection and grants Employer the greatest rights shallgovern.During and subsequent to Employee’s employment under this Agreement, Employee shall respect theconfidentiality of trade secrets, confidential information, know-how, designs, business plans,marketing plans, strategies, budgets, projections, financial results, acquisition and divestitureplans and considerations, software, databases, insurance brokerage file information, loan brokeragefile information, client or customer
 
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file information, customer lists, customer leads, contacts, referrals, customer insurance policies,insurance policy quotes, applications and expiration dates, customer and potential customer creditand/or background reports, insurance company contracts, pricing and commission information,information regarding products, services, processes, personnel changes, directors, employees,agents, brokers, producers, franchisees of Affiliates, annuities, investors in annuities, plansponsors and participants, insurance companies, suppliers, managing general agents, consultingservices, borrowers, lenders, collateral, collateral preservation, loan sales, and purchasers ofloans, and employment file information owned, controlled by, or pertaining to Employer, FLB,Affiliates, the franchise agents of any Affiliates, the agents, brokers or producers through whomor which FLB sells insurance and annuity products and services to customers, and independent agentsof Employer or any Affiliates (collectively such Employer, FLB, Affiliates, franchise agents,brokers, producers and independent agents shall be referred to as “Protected Parties” and all suchinformation shall be referred to as the “Protected Information”). Employee shall not remove anylists or reports containing any Protected Information from premises or electronic databases owned,rented or used by Employer or any of the other Protected Parties without the express writtenconsent of Employer. Employee shall not sell or trade any Protected Information or informationpertaining to any Protected Information obtained as a result of (1) access to Employer’s or any ofthe other Protected Parties’ files, records, manuals, handbooks, documentation, data, directors,officers, employees, agents, premises, computers, or electronic databases, or (2) businessconducted by Employee for Employer, FLB or any of the other Protected Parties. Employee agrees thatall Protected Information and all good will associated with, or generated by, such ProtectedInformation remain the exclusive property of Employer or one or more of the Protected Parties, asthe case may be.Except as Employer otherwise consents in advance in writing, Employee shall not disclose or makeany use of, except for the benefit of FLB or Employer, at any time either during or subsequent toEmployee’s employment, any Protected Information of Employer or any other Protected Party, or anymatter pertaining to any business of Employer, FLB, any of the other Protected Parties or any oftheir customers, which Employee produces, obtains or otherwise acquires during the course ofEmployee’s employment, except as herein provided. Employee agrees not to deliver, reproduce or inany way allow any Protected Information, or any documentation relating thereto, to be delivered orused by any third parties without specific direction and consent of Employer.In the event of Employee’s termination of employment with Employer for any reason whatsoever,Employee agrees to promptly surrender and deliver to Employer all records, manuals, materials,equipment, documents and data of any nature, and stored or possessed in any form or manner,pertaining to any program or Protected Information of Employer, FLB, any of the other ProtectedParties, or any of their customers, which Employee produces or obtains during the course of hisemployment or otherwise.
 
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**TERMINATION OF EMPLOYMENT****The relationship between Employer and Employee is an employment at will and nothing in thisAgreement shall eliminate, reduce or deter the right of either party to terminate the employmentrelationship at any time for any reason.**Termination of employment shall constitute termination ofthis Agreement unless the parties mutually agree in writing otherwise.Any professional errors or omissions coverage provided by Employer for Employee shall cease upontermination of this Agreement. Any obligation by Employer to pay to employee performance bonuses orother bonus or incentive compensation, if any, shall also cease upon termination of this Agreement.Obligations and provisions of this Agreement that, by their express terms or otherwise, requireperformance or compliance by one or both parties hereto after termination of this Agreement,including, but not limited to, obligations to return property, confidentiality of information,covenants not to solicit, the covenant not to compete, mediation, arbitration, waiver, the bindingnature of this Agreement upon the parties, successors, assigns, heirs, executors andadministrators, the government and construction of this Agreement, and the invalidity ornon-enforceability of Agreement provisions, shall survive termination of the Agreement.**COVENANTS NOT TO SOLICIT OR COMPETE**In the event that Employee’s employment is terminated for any reason by Employer or by Employee,Employee does hereby agree and covenant not to directly or indirectly solicit by any meansinsurance, health, disability or pension plan products, financial services, loan brokerage,insurance agency, insurance brokerage, insurance agency consulting, collateral preservation or loanbusiness from any customers, clients, franchise agents, agents, brokers or producers of FLB,Employer or any of the other Protected Parties for a period of two (2) years from and after theeffective date of termination of employment. Employee agrees that he will not, for a period of two(2) years following termination of employment with Employer, directly or indirectly, solicit orhire any of the franchise agents, brokers, producers or employees of FLB, Employer or any of theother Protected Parties to work for or contract with Employee or any person or company competitivewith FLB, Employer or any of the other Protected Parties. If Employee breaches this paragraph,Employer shall be entitled to all damages that result from each and every individual breach, inaddition to any other remedies, including equitable remedies, that Employer may have.Employee and Employer agree that (1) during the period of Employee’s employment hereunder, Employeewill not undertake, engage in, or be directly or indirectly involved in the planning, organization,funding or operation of any business activity competitive with either the work Employee performs orany of the lines of business in which FLB, Employer or any of the other Protected Parties isengaged; and (2) for two years after the effective date of Employee’s termination of employmentunder this Agreement for any
 
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reason or no reason at all, Employee shall not engage in, or own or control any interest in (exceptas a passive investor in less than one percent of the outstanding securities of a publicly heldcompany), or act as an officer, director or employee of, broker or producer for, or consultant,advisor or lender to, any firm, corporation, partnership, limited liability company, soleproprietorship, institution, business or entity that engages in any line of business that iscompetitive with any Line of Business of FLB, Employer or any Affiliate in any state in the UnitedStates in which such Line of Business of FLB, Employer or any Affiliate operates as of theeffective date of the termination of Employee’s employment under this Agreement. “Line of Businessof FLB, Employer or any Affiliate” means the life insurance agency business, life insurancebrokerage business, loan brokerage business, life insurance business, insurance agency business,the wholesale insurance brokerage business, the business of franchising insurance agencies, thebusiness of providing consulting services to managing general agencies, other insurance agencies orfuneral homes, the business of providing collateral preservation services to lenders, the businessof lending money to franchisees, insurance agencies, insurance agents or funeral homes, thebusiness of selling loan participations, the business of selling asset-backed securities, thefuneral home business, the business of franchising funeral homes, and any other line of business ofEmployer and each of its Affiliates, the revenues of which constituted 10% or more of theconsolidated revenues of either Employer or Brooke Corporation for the fiscal year of Employer orBrooke Corporation, as the case may be, completed on, or most recently completed prior to,Employee’s last day of employment under this Agreement. The running of the two-year periodspecified in this paragraph shall be suspended during any period of violation and/or any period oftime required to enforce this covenant by settlement, mediation, arbitration, litigation, threat ofarbitration or threat of litigation. Nothing in this paragraph shall preclude Employee from havingan ownership interest in a franchise granted by either Brooke Franchise Corporation or anotherAffiliate or having an employment or subagent relationship with a franchise granted by eitherBrooke Franchise Corporation or another Affiliate.Employee and Employer agree that the prohibitions contained in the foregoing covenants not tosolicit, the non-competition covenant and the provisions of this Agreement pertaining toconfidential information of FLB, Employer and the other Protected Parties are reasonable andnecessary and Employee’s salary, employment and association with Employer and/or the opportunitieswhich are afforded to Employee are ample consideration for these restrictions.Employee and Employer agree that, should any provisions of any covenant or other portion of thisAgreement be determined to be invalid, illegal or otherwise unenforceable or unreasonable in scopeby any arbitrator to whom a dispute regarding this Agreement has been submitted in accordance withthis Agreement, or by any court of competent jurisdiction, the validity, legality andenforceability of the other provisions of this Agreement will not be affected thereby, and theprovision found invalid, illegal or otherwise unenforceable or unreasonable will be considered byEmployee and Employer to be amended as to scope of protection, time or geographic area (or any oneof them, as the case may be) in whatever manner is considered reasonable by that arbitrator orcourt and, as so amended, will be enforced.
 
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Employee and Employer agree that money damages alone will not adequately compensate Employer forbreach of the foregoing covenants not to solicit, the non-competition covenant, and the provisionsof this Agreement pertaining to confidential information of FLB, Employer or the other ProtectedParties and, therefore, in the event of the breach or threatened breach of any such covenant orprovision, in addition to all other remedies available at law, in equity or otherwise, Employershall be entitled to injunctive relief compelling specific performance of (or other compliancewith) the terms thereof.**MISCELLANEOUS**This Agreement supersedes and take precedence over any and all prior agreements, arrangements orunderstandings between Employer or any one or more Affiliates and the Employee relating to theemployment of Employee and any other subject matter hereof.No oral understanding, oral statement, or oral promises or oral inducements exist between theparties.The waiver by Employer of any breach of any provision of this Agreement by Employee shall notoperate or be construed as a waiver of any subsequent breach by the Employee.Any notice required or permitted to be given under this Agreement shall be sufficient if inwriting, and if hand delivered or sent by regular mail to Employee’s residence (in the case ofnotice to Employee) or to Employer’s principal office (in the case of notice to the Employer).The rights and obligations of Employer under this Agreement shall inure to the benefit of and shallbe binding upon the successors and assigns of Employer. This Agreement is binding upon Employee andthe heirs, executors, assigns and administrators of Employee or Employee’s estate and property.Employer may assign this Agreement by providing Employee notice of Employer’s decision to do so.Employee may not assign or transfer to others the obligation to perform Employee’s dutieshereunder.This Agreement may not be modified, revised, altered, added to, extended in any manner, orsuperseded other than by an instrument in writing signed by both of the parties hereto.THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS.
 
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**MEDIATION AND ARBITRATION**Any issue, claim or dispute that may arise out of or in connection with this Agreement or theemployment relationship between Employer and Employee, or the termination of such Agreement and/orrelationship, and which Employee and Employer (or any of the other Protected Parties) are not ableto resolve themselves by negotiation, shall be submitted to mediation in a manner agreed to byEmployee and Employer. Employee and Employer agree to use mediation to attempt to resolve suchissue, claim or dispute prior to filing any arbitration action, lawsuits, complaints, charges orclaims. Employee and Employer will select an independent mediator agreeable to both parties. If theparties cannot agree on an independent mediator, the parties agree that the American ArbitrationAssociation will appoint a mediator. The mediator will communicate with the parties to arrange andconvene the mediation process that will be most efficient, convenient and effective for bothparties. The costs of the mediation and fees of the mediator will be borne equally by Employee andEmployer. The parties will cooperate with the mediator in coming to a reasonable agreement on themediation arrangements which will include the time and place for conducting the mediation, who willattend or participate in the mediation, and what information and written material will be exchangedbefore the mediation. The mediation will be conducted at a place in the State of Kansas agreeableto both Employee and Employer.Any issue, claim, dispute or controversy that may arise out of, in connection with, or relating tothis Agreement, the employment relationship between Employer and Employee, or the termination ofsuch Agreement and/or relationship that are not able to be resolved by mediation, shall besubmitted to arbitration administered by the American Arbitration Association under its EmploymentArbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in ancourt having jurisdiction thereof. Employee and Employer agree to use arbitration to resolve suchissue, claim or dispute prior to and in lieu of filing any lawsuits, complaints, charges or claims.The costs of the arbitration and fees of the arbitrator(s) will be borne equally by Employer andEmployee.Employee and Employer agree that each party will pay the fees and expenses of his or its ownattorneys involved in any mediation, arbitration or dispute relating to this Agreement, Employee’semployment by Employer, or the termination of such Agreement and/or employment. Neither party shallhave any obligation to pay the fees and/or expenses incurred by legal counsel or expert witnessesretained by or on behalf of the other party in connection with any such mediation, arbitration ordispute.Therefore, for good and valuable consideration, the receipt and sufficiency of which isacknowledged by both parties, Employer and Employee have duly executed this Employment Agreement onthe date(s) set forth below their respective signatures.
 
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           FIRST AMERICAN CAPITAL    CORPORATION (“EMPLOYER”)       /s/ Leah E. Kraft   by: /s/ Harland E. Priddle       Witness                      Date: 12/08/2006                  EMPLOYEE:       /s/ Amy Cline   /s/ Michael S. Hess     Witness   Michael S. Hess           Date:         
 
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