Exhibit 10.9**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 John F. Van Engelen (“Employee”), is asfollows:**SUBJECT MATTER OF EMPLOYMENT**Employer has and does, hereby employ Employee under this Employment Agreement, effective on thedate of this Agreement, notwithstanding the date such Agreement is signed by either Employer orEmployee, to carry out the duties and responsibilities of the office of President of First LifeAmerica Corporation, a direct wholly owned subsidiary of Employer (“FLAC”), to serve as FLAC’sprincipal executive officer, to implement the policies and strategic goals established by FLAC’sBoard of Directors and to perform such other duties and responsibilities as assigned by FLAC’sBoard of Directors. Employee hereby accepts employment by Employer and agrees to serve asPresident of FLAC, 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 a limited number of services designed to benefit FLAC to Employer or toan affiliate of Employer (“Affiliate”) that directly, or indirectly through one on moreintermediaries, controls, or is controlled by, or is under common control with Employer and thatany performance of services for an Affiliate shall be considered the performance of services underthis Agreement and subject to the terms of this Agreement. Employee shall report to the Board ofDirectors of FLAC.The Employee’s title, duties, responsibilities, job description and reporting relationship may notbe revised by Employer or Employee unless agreed in a writing executed by Employer and Employee,such written and executed writing to constitute an amendment to this Agreement.**COMPENSATION, BENEFITS AND EXPENSE REIMBURSEMENT**Employer agrees to pay to Employee base salary at the annual rate of One Hundred Forty FourThousand and Eight Hundred Dollars ($144,800). The reference to base salary at an annual rate inthis Agreement shall not entitle Employee to payment of salary beyond any salary earned throughEmployee’s performance of services under this Agreement through the date of any termination ofEmployee’s employment and/or this Agreement. The base salary will be reviewed periodically foradjustment by Employer, and, if adjusted, such adjusted amount will become the base salary forpurposes of this Agreement.Employee shall continue to be eligible to receive payment of the performance bonus (the“Performance Bonus”) described in Section 5(a) of his Employment Agreement dated July 1, 2006 (the“July Agreement”) with Employer, solely with respect to the employment term stated in such JulyAgreement and in accordance with the provisions of
 
 

 
such Section 5(a). Upon any termination of Employee’s employment under this Agreement, Employershall, within, 30 days after such termination, pay to Employee any such Performance Bonus accruedbut yet not paid as of the date of employment termination plus the amounts due under Section 4(a)of the July Agreement. If, (a) on or after the date of this Agreement (which Employer andEmployee agree is the closing date with respect to the Stock Purchase and Sale Agreement betweenEmployer and Brooke Corporation (“Brooke”) relating to FACC’s sale, and Brooke’s purchase, of FACCcommon stock), but before June 30, 2007, Employer terminates Employee’s employment under thisAgreement without “Cause” or (b) on or after January 1, 2007, but before June 30, 2007, Employeeresigns, then, on the effective date of such termination by Employer without “Cause” or resignationby Employee, Employer shall pay to Employee a lump sum payment equal to One Hundred Forty FourThousand and Eight Hundred Dollars ($144,800), subject to all applicable withholdings and payrolltaxes. For purposes of this paragraph, “Cause” means (i) Employee is convicted of a felonyinvolving actual dishonesty as against Employer or (ii) Employee, in carrying out his duties andresponsibilities under this Agreement, voluntarily engages in conduct which is demonstrably andmaterially injurious to Employer, unless such act, or failure to act, was believed by Employee ingood faith to be in the best interests of Employer. After June 30, 2007, in the event Employershall terminate Employee’s employment for any reason, Employer shall pay to Employee within thirty(30) days after such termination an amount equal to three (3) months of base salary at the annualrate specified in this Agreement, subject to all applicable withholdings and payroll taxes. Theprovisions of this paragraph shall not in any manner (w) constitute an extension or amendment tothe July Agreement, (x) affect the supersedure of such July Agreement by this Agreement, (y)restrict Employer’s ability to terminate Employee’s employment hereunder with or without cause, or(z) otherwise affect the at will employment of Employee under this Agreement.Employee shall be eligible to participate in any other 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.During Employee’s employment under this Agreement, Employer shall provide to Employee at Employer’sexpense, a $2,000 annual educational reimbursement fund, use of a laptop computer and a cellulartelephone.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.
 
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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.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 file information, customer lists, customer leads, contacts,referrals, customer insurance policies, insurance policy quotes, applications and expiration dates,customer and potential customer credit and/or background reports, insurance company contracts,pricing and commission information, information regarding products, services, processes, personnelchanges, directors, employees, agents, brokers, producers, franchisees of Affiliates, annuities,investors in annuities, plan sponsors and participants, insurance companies, suppliers, managinggeneral agents, consulting services, borrowers, lenders, collateral, collateral preservation, loansales, and purchasers of loans, and employment file information owned, controlled by, or pertainingto Employer, Affiliates, the franchise agents of any Affiliates, the agents, brokers or producersthrough whom or which Employer sells insurance and annuity products and services to customers, andindependent agents of Employer or any Affiliates (collectively such Employer, Affiliates, franchiseagents, brokers, producers and independent agents shall be referred to as “Protected Parties” andall such information shall be referred to as the “Protected Information”). Protected Informationshall not include any information regarding annuity products developed or possessed by Employeeprior to his employment by Employer in February 2004 which does not specifically include, and isseparable from, information about Employer or any of its Affiliates, and provided that theexclusion of any such information regarding annuity products from Protected Information shall not(a) preclude or restrict any use of such information by any of the Protected Parties at any time orthe generation of good will from such information in the respective businesses of any of theProtected Parties, nor (b) require at any time any of the Protected Businesses to pay to
 
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Employee any license fee or other compensation for such use by the Protected Parties. Except infurtherance of Employee’s duties and responsibilities under this Agreement in the normal course ofFLAC’s business, Employee shall not remove any lists or reports containing any ProtectedInformation from premises or electronic databases owned, rented or used by Employer or any of theother Protected Parties without the express written consent of Employer. Employee shall not sell ortrade any Protected Information or information pertaining to any Protected Information obtained asa result of (1) access to Employer’s or any of the other Protected Parties’ files, records,manuals, handbooks, documentation, data, directors, officers, employees, agents, premises,computers, or electronic databases, or (2) business conducted by Employee for Employer or any ofthe other Protected Parties. Employee agrees that all Protected Information and all good willassociated with, or generated by, such Protected Information remain the exclusive property ofEmployer or one or more of the Protected Parties, as the 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 FLAC 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 or any of the other Protected Parties or any of theircustomers, which Employee produces, obtains or otherwise acquires during the course of Employee’semployment, except as herein provided. Except (a) in furtherance of Employee’s duties andresponsibilities under this Agreement in the ordinary course of FLAC’s business, and provided thatthe third party agrees in writing to keep the applicable Protected Information confidential, or (b)as is required to be disclosed (but only to the extent of such requirement) in a judicial oradministrative proceeding after all reasonable legal remedies for maintaining such ProtectedInformation in confidence have been exhausted, including, but not limited to, Employee givingEmployer as much advance notice as possible of the possibility of such disclosure or Employerobtaining a protective order concerning such disclosure, Employee agrees not to deliver, reproduceor in any way allow any Protected Information, or any documentation relating thereto, to bedelivered or used 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 or any of the other ProtectedParties, or any of their customers, which Employee produces or obtains during the course of hisemployment or otherwise.**TERMINATION OF EMPLOYMENT****The relationship between Employer and Employee is an employment at will and nothing in thisAgreement shall eliminate, reduce or impair 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.
 
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Except with respect to any obligation of Employer to pay any accrued but not yet paid PerformanceBonus or amounts described in Section 4(a) of the July Agreement, as defined above, after anytermination of employment hereunder, any obligation by Employer to pay to Employee performancebonuses or other bonus or incentive compensation, if any, shall cease upon termination of thisAgreement.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, waiver, the binding nature of this Agreementupon the parties, successors, assigns, heirs, executors and administrators, the government andconstruction of this Agreement, and the invalidity or non-enforceability of Agreement provisions,shall survive termination of the Agreement.**COVENANTS NOT TO SOLICIT OR COMPETE**During the term of Employee’s employment by Employer and for two (2) years after termination ofsuch employment, Employee agrees that Employee will not, without the prior written consent ofEmployer, directly or indirectly, whether as an employee, officer, director, independentcontractor, consultant, stockholder, partner or otherwise, engage in or assist others to engage inor have any interest in any business which directly competes with FLAC in any geographic area inwhich FLAC markets its products during the year preceding termination, subject to the followingexceptions: This provision shall not be binding upon Employee (i) in those geographic areas inwhich FLAC’s annual direct premium income as measured in the calendar year preceding terminationconstitutes less than 25 percent of FLAC’s total annual direct premium income during that year; and(ii) in respect to the business of annuities, health and disability insurance, and pensionproducts, either individual or group.Employee agrees that during the term of Employee’s employment and for two (2) years after thetermination of such employment, Employee will not induce or attempt to induce any person who is anemployee of Employer to leave the employ of Employer and engage in any business which competes withEmployer. This provision shall not apply to those employees with whom Employee had a businessrelationship prior to February of 2004.The parties agree and acknowledge that the time, scope and geographic area and other provisions ofthis agreement have been specifically negotiated by the parties, and Employee specifically agreesthat such time, scope and geographic areas, and other provisions are reasonable under thesecircumstances. Employee further agrees that if, despite the express agreement of the parties tothis agreement, a court should hold any portion of this agreement unenforceable for any reason, themaximum restrictions of time, scope and geographic area reasonable under the circumstances, asdetermined by the court, will be substituted for the restrictions held unenforceable.
 
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**MISCELLANEOUS**This Agreement supersedes and takes precedence over the July 1, 2006 Agreement and any and allprior agreements, arrangements or understandings between Employer or any one or more Affiliates andthe Employee relating to employment 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 shall inure to the benefitof and shall be binding upon Employee and, where applicable, the heirs, executors, assigns andadministrators 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.Therefore, for good and valuable consideration, the receipt and sufficiency of which isacknowledged by the parties, Employer, Employee and FLAC have duly executed this EmploymentAgreement on the 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/ John Van Engelen     Witness   John F. Van Engelen           Date: 12-8-2006       
 
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