Exhibit 10.3
AMENDED AND RESTATED
CONSULTING AGREEMENT
THIS AMENDED AND RESTATED CONSULTING AGREEMENT is made and entered into
as of July 15, 2002, by and between HILB, XXXXX AND XXXXXXXX COMPANY, a Virginia
corporation (the "Company"), and XXXXXX X. XXXX, an Illinois resident
("Consultant").
RECITALS
A. The Company is engaged in the insurance business and prior to the
date hereof, Consultant served as the Chief Executive Officer of the Company.
B. Consultant was initially hired as a consultant on June 1, 1997, for
a term of three (3) years.
C. Consultant's term was extended to May 31, 2003, by amendment on
November 29, 1999.
D. The Company desires to continue to receive the benefit of
Consultant's business expertise, knowledge regarding the insurance industry and
extensive experience with the operations of the Company, and Consultant desires
to assist the Company in its endeavors by providing consulting services to the
Company pursuant to the terms and conditions set forth in this Agreement.
AGREEMENT
In consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Consulting Services. The Company and Consultant agree that
Consultant shall provide the Company with his personal and unique consulting
services as requested by the Board of Directors and/or the Chief Executive
Officer of the Company. Consultant's consulting services may include advising
members of the Company's management team on matters relating to strategic
planning, mergers and acquisitions opportunities, financing for the Company and
other matters as may be requested from time to time. The services are not
expected to exceed twenty (20) hours per month, on average.
2. Compensation and Reimbursement of Expenses. As the total
consideration for the services provided by Consultant hereunder, the Company
shall pay Seven Thousand Dollars ($7,000.00) per month payable on the first day
of each month through May 2003, thereafter, during the Term of this Agreement
Company shall pay Consultant Nine Thousand Dollars ($9,000.00) per month,
payable on the first day of each month. The Company shall reimburse
Consultant for all reasonable expenses incurred by him while providing
consulting services to the Company; provided that, all requests submitted by
Consultant for reimbursement by the Company shall be supported by original
receipts and such additional documentation as is reasonably required by the
Company.
3. Term. The term of this Agreement shall continue (unless sooner
terminated by death) until May 31, 2006, after which it will continue, if
desired by the Company's Board of Directors and Consultant, on a month-to-month
basis.
4. Independent Contractor. Consultant's relationship to the Company
shall be that of an independent contractor retained on a consulting basis.
Nothing in this Agreement shall be construed as creating any type of agency
relationship including, without limitation, that of employer and employee
between the Company and Consultant. Consultant is not an agent of the Company
and has no authority to execute or deliver or to accept any agreement on behalf
of the Company.
5. Office Space. You will be provided office space and secretarial
support to enable you to carry out your duties under this Agreement.
6. Nonsolicitation. Consultant agrees that during the period he is
providing consulting services to the Company and for a period of two (2) years
after the date this Agreement terminates, whether or not during the term of this
Agreement, he will not hire any person who was employed by the Company within
the twelve-month period preceding the date of such hiring, or solicit, entice,
persuade or induce, directly or indirectly, any person or entity doing business
with the Company to terminate such relationship. Consultant acknowledges that
the Company will be irrevocably damaged if the provisions of this Section 6 are
not specifically enforced. Accordingly, Consultant agrees that, in addition to
any other relief to which the Company may be entitled, the Company will be
entitled to seek and obtain injunctive relief from a court of competent
jurisdiction for the purpose of restraining Consultant from any actual or
threatened breach of this Section 6.
7. Survival. The obligations of Consultant contained in Section 6
hereof shall survive the termination of this Agreement.
8. Binding Effect. This Agreement shall be binding upon the parties,
their heirs, legal representatives, successors, and assigns.
9. Entire Agreement. This Agreement supersedes all agreements
previously made between the parties relating to its subject matter. This
Agreement may not be amended except by an instrument in writing signed by each
of the parties hereto.
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10. Notices. All notices or other documents under this Agreement shall
be in writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the parties at their last known addresses.
11. Severability. The unenforceability, invalidity or illegality of any
of the provisions of this Agreement will not render the other provisions
unenforceable, invalid or illegal.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
HILB, XXXXX AND XXXXXXXX COMPANY XXXXXX X. XXXX
By /s/Xxxxxx X. Xxxxx /s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxxx, Chief Executive Officer Xxxxxx X. Xxxx
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