ADDENDUM TO EMPLOYMENT AGREEMENT
This Addendum to Employment Agreement is made by and between PROGRAM BROKERAGE
CORPORATION and XXXX XXXXX.
In consideration of the mutual agreements contained herein and for other good
and valuable consideration, receipt of which is hereby acknowledged by the
parties to this Addendum, it is hereby understood and agreed that effective
March 11th, 1999, the following amendment is made to the above-referenced
Employment Agreement:
THE SECTION IN THE AGREEMENT ENTITLED "RESTRICTIVE COVENANT" OR "COVENANT NOT TO
SOLICIT AND COMPETE" IS HEREBY REPLACED WITH THE FOLLOWING:
"In view of the personal identification of customers and sources with
brokerage employees, the potential exists for appropriation by employees of the
benefits of the relationships developed with the foregoing, despite Employer's
investment in the development of those relationships on its behalf. Accordingly,
since Employer would suffer irreparable harm if Employee should leave the
employment of the brokerage and solicit customers, establish or work on
competing programs of insurance, or solicit any other employee to terminate its
relationship with the brokerage, it is reasonable to protect Employer against
such activities for the limited period of time necessary for Employer to
establish, renew and/or restore its business relationship with the foregoing
individual and commercial customers and sources.
For the above reasons, in the event that Employee ceases to be an employee
of Employer for any reason ("Withdrawal from the Company"), Employee may conduct
business in competition with Employer. However, for the two year period
immediately following the Withdrawal from the Company, Employee may not:
(i) solicit, join, provide services to, advise, give assistance to, or
contact any person or entity who was a client of Employer, or any employee of
such client with respect to the provision of insurance or insurance-related
services;
(ii) work on, consult with, provide services to, advise, or give assistance
to any business, person or entity in establishing or in any way working on or
consulting with a program of insurance which will solicit or accept business
from Employer's clients;
(iii) solicit any persons or entities who, to the knowledge of Employee,
are or were identified through leads developed while Employee was employed by
Employer;
(iv) solicit professional relationships introduced to such Employee by any
employee or client of Employer while Employee was an employee of Employer;
(v) offer employment to or employ any person who is then, or had been
within 6 months of such offer, an employee of Employer, or
(vi) solicit any employee of Employer to terminate his or her employment.
Employee acknowledges that a material part of his/her current and future
compensation, including salary increases and/or bonuses, is being paid in
consideration for Employee's promises to honor the restrictive covenants and
confidentiality aspects of this Employment Agreement. Employee specifically
acknowledges receipt of an Incentive Bonus as part of the consideration for
signing this Restrictive Covenant. The Employee agrees that the restrictive
covenants and confidentiality provisions set forth in this Employment Agreement
are both reasonable and necessary to protect the vital interests of Employer and
to promote an open and productive working relationship between Employer and
Employee, from which Employee will benefit."
All other terms and condition of the Employment Agreement remain unchanged and
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum on March
11th, 1999.
PROGRAM-BROKERAGE CORPORATION XXXX XXXXX
BY: /s/ ILLEGIBLE /s/ ILLEGIBLE
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