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Exhibit 10.15
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement") dated as of October 9,
1998 among THE MIIX GROUP, INCORPORATED ("The MIIX Group"), NEW JERSEY STATE
MEDICAL UNDERWRITERS, INC. (hereinafter called the "Company") and XXXXXX
XXXXXXXX, (hereinafter called the "Executive").
BACKGROUND
Executive presently serves as President and Chief Executive Officer of
the Company pursuant to an Employment Agreement dated July 1, 1996 (the
"Underwriter Employment Agreement"). Pursuant to a Plan of Reorganization which
was approved by the Insurance Commissioner of the State of New Jersey on March
5, 1998, shares of common stock of The MIIX Group will be distributed to certain
past and present policyholders of insurance issued by the Medical Inter-
Insurance Exchange of New Jersey ("MIIX"), and all of the assets of MIIX
will be assigned and transferred to MIIX Insurance Company, a wholly-owned
subsidiary of The MIIX Group (the "Reorganization"). At the closing of the
Reorganization, The MIIX Group will acquire all of the issued and outstanding
common stock of the Company.
The Company deems it to be in its best interest to secure and retain
the services of Executive and Executive desires to work for the Company upon the
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terms and conditions hereinafter set forth. This Agreement shall be effective
upon the date set forth above (the "Effective Date"), at which time the
Underwriter Employment Agreement shall terminate and have no legal force and
effect, except to the extent of any unsatisfied obligations owing by the Company
to the Executive.
NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein contained, and intending to be legally bound hereby, the
parties hereto agree, as follows:
1. Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below:
1.1 "Base Amount" shall mean the Executive's "Base Amount" as
determined in accordance with Section 280G of the Internal Revenue Code of 1986,
as amended.
1.2 "Base Salary" shall mean the annual salary payable to the Executive
pursuant to Section 4.1 hereof.
1.3 "Board" shall mean the Board of Directors of The MIIX Group.
1.4 "Cause" shall mean the termination of the Executive's employment
with the Company or The MIIX Group as a result of:
1.4.1 the willful engaging by the Executive in misconduct
which is materially injurious to the Company, monetarily or otherwise; or
1.4.2 the willful failure by the Executive to perform such
services as may be delegated or assigned to the Executive by the Board; or
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1.4.3 the Executive's conviction of, or a plea of nolo
contendre to, a felony or a crime involving moral turpitude; or
1.4.4 the repeated and consistent failure of Executive to
devote his full-time best efforts to the performance of his duties under this
Agreement (other than any such failure resulting from the Executive's incapacity
due to physical or mental illness); or
1.4.5 the commission by Executive of an act of, or omission of
an act, that would constitute a material breach of this Agreement.
1.5 "Change in Control" shall mean any of the following events:
1.5.1 the acquisition in one or more transactions by any
"Person" (as such term is used for purposes of Section 13(d) or Section 14(d) of
the Securities Exchange Act of 1934) but excluding, for this purpose, The MIIX
Group or its subsidiaries or any employee benefit plan of The MIIX Group or its
subsidiaries, of "Beneficial Ownership" (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934) of thirty-five percent (35%) or more of the
combined voting power of The MIIX Group's then outstanding voting securities
(the "Voting Securities");
1.5.2 the individuals who, as of the Effective Date,
constitute the Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that if the election, or
nomination for election by The MIIX Group's shareholders, of any new director
was approved by a vote of at
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least a majority of the Incumbent Board, such new director shall be considered
as a member of the Incumbent Board, and provided further that any reductions in
the size of the Board that are instituted voluntarily by the Incumbent Board
shall not constitute a Change in Control, and after any such reduction the
"Incumbent Board" shall mean the Board as so reduced;
1.5.3 a merger or consolidation involving The MIIX Group if
the shareholders of The MIIX Group, immediately before such merger or
consolidation, do not own, directly or indirectly, immediately following such
merger or consolidation, more than sixty-five percent (65%) of the combined
voting power of the outstanding Voting Securities of the corporation resulting
from such merger or consolidation or a complete liquidation or dissolution of
The MIIX Group or a sale or other disposition of all or substantially all of the
assets of The MIIX Group; or
1.5.4 the acceptance by the shareholders of The MIIX Group of
shares in a share exchange if the shareholders of The MIIX Group, immediately
before such share exchange, do not own, directly or indirectly, immediately
following such share exchange, more than sixty-five percent (65%) of the
combined voting power of the outstanding Voting Securities of the corporation
resulting from such share exchange.
1.6 "Good Reason" shall mean:
1.6.1 the assignment to the Executive, without the Executive's
expressed written approval, of duties or responsibilities, inconsistent with the
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Executive's position of President and Chief Executive Officer of the Company and
The MIIX Group or the reduction in Executive's duties, responsibilities or
authority from those in effect on the date hereof, but excluding any increase in
duties or responsibilities resulting from The MIIX Group's merger, consolidation
or combination with any other entity;
1.6.2 a reduction by the Company in the Executive's "Base
Salary" as in effect on the date hereof or as the same is increased from time to
time during the term of this Agreement by more than ten percent (10%) unless
such reduction is part of a salary reduction program instituted by the Company
and affects all officers of the Company;
1.6.3 any material breach by the Company or The MIIX Group of
the terms of this Agreement; or
1.6.4 any purchaser, assignee, surviving entity or successor
of the Company or The MIIX Group or their respective businesses or assets
(regardless of the form of any transaction) fails or refuses to expressly assume
this Agreement in writing, and all of the duties and obligations of the Company
hereunder.
2. Term of Employment. Subject to the terms and conditions of this Agreement,
the Company hereby employs the Executive and the Executive hereby accepts
employment by the Company. The initial term of employment hereunder shall be for
a three (3) year period commencing on the Effective Date and, unless sooner
terminated as provided for herein, ending on the third anniversary thereof (the
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"Initial Term"). Except as otherwise provided for herein, unless either party
gives written notice to the other party at least thirty (30) days before the end
of the Initial Term or any extended term (a "Nonrenewal Notice"), the Agreement
shall automatically be extended for additional one-year periods.
3. Position and Duties. The Executive is engaged hereunder to serve as the
President and Chief Executive Officer of the Company and The MIIX Group and he
agrees to perform the duties and services incident to those positions, or such
other or further duties and services of a similar nature as may be required of
him by the Board. The Executive agrees to perform the duties and
responsibilities called for hereunder to the best of his ability and to devote
his full time, energies and skills to such duties and to the promotion of the
business and interests of the Company and of any corporate subsidiaries or
affiliated companies. The Executive may participate in charitable and similar
activities, may be a director of a company that does not compete with The MIIX
Group or its affiliates, and may have business interests in passive investments
which may, from time to time, require portions of his time, but such activities
shall be done in a manner consistent with his obligations hereunder.
4. Compensation and Other Benefits.
4.1 Salary. The Company shall pay to the Executive for the performance
of his duties hereunder, an initial base salary of $430,000 per annum (the "Base
Salary"), payable in accordance with the Company's normal payroll practices.
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Thereafter, the amount of the Base Salary will be reviewed and adjusted as
appropriate by the Board in accordance with executive compensation review
practices. The Company shall pay, and The MIIX Group shall cause the Company to
pay, all other amounts payable to Executive hereunder.
4.2 Bonus. Executive shall be eligible to receive an annual bonus
pursuant to The MIIX Group's Cash Incentive Plan, at the discretion of the
Board, based on Executive's achievement of goals and objectives established by
the Board on an annual basis. The Board shall use its reasonable judgment in
determining whether such goals and objectives have been met and the amount, if
any, of bonus to be paid to Executive. It is anticipated that any bonus will be
paid on or by March 31 of the succeeding year.
4.3 Stock Options. On or by the date upon which The MIIX Group
consummates an initial public offering of shares of its common stock, The MIIX
Group shall grant to Executive options to acquire 175,000 shares of the common
stock of The MIIX Group at an exercise price equal to the fair market value of
the common stock as of the date of grant. Such options shall be granted under
The MIIX Group's 1998 Long Term Incentive Equity Plan and shall be the subject
of a separate stock option agreement. Twenty-five percent (25%) of the options
shall vest on the date of grant with an additional twenty-five percent (25%)
vesting on each anniversary of the date of grant. In addition, Executive shall
be entitled to participate in The MIIX Group's Long Term Incentive Equity Plan
or similar plans
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which may be made available from time to time to executives of the Company or
The MIIX Group. The grant of any such options shall be at the sole discretion of
the Board and shall be based on the achievement of performance goals established
by the Board.
4.4 Supplemental Executive Retirement Plan. The parties acknowledge
that under the terms of the Underwriter Employment Agreement, the Executive was
the beneficiary of a life insurance policy that provided for certain payments at
age 65. In addition, the Company established a supplemental executive retirement
plan ("SERP") which was funded annually after giving consideration to the
accumulated asset value of the life insurance policy and the amounts accrued for
the benefit of Executive under the Company's defined benefit retirement plan.
The Company shall provide Executive with a SERP on terms no less favorable than
made available pursuant to the Underwriter Employment Agreement.
4.5 Employee Benefits. During the term of this Agreement, the Executive
shall be entitled to participate in all of the benefit programs provided to all
executives of The MIIX Group or its affiliates, including, without limitation,
all medical, disability, dental and life insurance benefits, retirement
programs, and other employee benefit programs now in existence or hereafter
adopted by The MIIX Group or its affiliates, as such plans, programs, practices
or policies may be in effect from time to time. The Executive shall also be
eligible to participate in a deferred compensation plan on terms no less
favorable to the Executive than those
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contained in the Non-Qualified Deferred Compensation Agreement dated November 1,
1996 by and between the Executive and the Company.
4.6 Vacation. In addition to such holidays, sick leave and other time
off as are established by the policies of the Company, Executive shall be
entitled to at least four (4) weeks of vacation in accordance with the Company's
vacation policy for executives, during which his compensation shall continue to
be paid to him; provided, however, that the Executive may not take more than two
(2) consecutive weeks of vacation without the prior approval of the Board.
Unused vacation time can be carried over in accordance with Company policy.
4.7 Automobile. During the term of this Agreement, the Company shall
make available to the Executive an automobile in accordance with and subject to
the conditions of the Company's standard automobile policy or practices as in
effect from time to time.
4.8 Reimbursement of Expenses. The Company shall reimburse the
Executive for all reasonable expenses incurred by Executive in connection with
his employment hereunder provided, however, that such expenses were incurred in
conformance with the policies of the Company, as established from time to time,
and Executive submits detailed vouchers and other records reasonably required by
the Company in support of the amount and nature of such expense.
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4.9 Taxes and Withholding. All compensation payable and other benefits
provided under this Agreement shall be subject to customary withholding for
income, F.I.C.A. and other employment taxes.
5. Termination of Employment.
5.1 Death of Executive. The Executive's employment under this Agreement
shall terminate immediately upon the Executive's death and the Executive's
estate (or his beneficiary, as may be appropriate) shall be entitled to receive
(a) the Executive's Base Salary earned through his date of death, to the extent
theretofore unpaid, (b) unreimbursed expenses, and (c) such retirement and other
benefits earned by the Executive and vested (if applicable) as of the date of
his death under any employee benefit plan of The MIIX Group or its affiliates in
which the Executive participates, all of the foregoing to be paid in the normal
course for such payments. In the event the Executive dies during a period for
which payments are required to be made under the terms of this Agreement, all
such remaining payments and benefits shall continue to be payable to the
Executive's estate or as may be directed by the personal representative of his
estate.
5.2 Disability of Executive. If the Executive is unable to perform his
duties under this Agreement because of a long term disability as determined in
accordance with The MIIX Group's Long Term Disability Plan, the Company may
terminate the Executive's employment by giving written notice to the Executive.
Such termination shall be effective as of the date of such notice and the
Company and
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The MIIX Group shall have no further obligations under this Agreement, except
(a) for the obligation to pay to the Executive any Base Salary earned through
the date of such termination, to the extent theretofore unpaid, (b) unreimbursed
expenses, and (c) such retirement and other benefits earned by the Executive and
vested (if applicable) prior to his termination under any employee benefit plan
of The MIIX Group or its affiliates in which the Executive participates, all of
the foregoing to be paid in the normal course for such payments.
5.3 Termination for Cause. Executive's employment under this Agreement
shall terminate immediately upon written notice from the Company that the
Company is terminating the Executive for Cause. If the event or circumstances
specified in the Company's notice of termination are capable of being cured, the
Executive will have fifteen (15) days to correct or eliminate such Cause
provided the Executive is taking reasonable and demonstrable action to do so
during such period. If the Executive has not corrected or eliminated such Cause
by the end of such fifteen (15) day period, the Executive's employment shall
then terminate. Upon the Company's termination of Executive for Cause, the
Company's and The MIIX Group's obligations under this Agreement shall terminate,
except for the obligation to pay to Executive (a) the balance of his accrued and
unpaid Base Salary, (b) unreimbursed expenses, and (c) retirement and other
benefits earned by the Executive and vested (if applicable) under any employee
benefit plan of The MIIX
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Group or its affiliates in which the Executive participates, all of the
foregoing to be paid in the normal course for such payments.
5.4 Termination Without Cause.
5.4.1 The Company may terminate Executive's employment under
this Agreement at any time upon six (6) months prior written notice to the
Executive. Such termination shall be effective six (6) months following the date
of such notice, provided that during such notice period the Board in its
absolute discretion may relieve the Executive of all his duties,
responsibilities and authority in respect to the Company and restrict the
Executive's access to the Company's property. If the Company terminates the
Executive's employment without Cause except during the one (1) year period
following a Change in Control, the Executive shall be entitled to receive (a)
the accrued and unpaid balance of his Base Salary through the termination date,
(b) the greater of his Base Salary for the eighteen (18) month period following
the date of termination or his Base Salary payable (in the absence of such
termination) from the date of termination through the end of the Initial Term,
paid, at the option of the Company, in accordance with the Company's normal
payroll practice or in a lump sum, (c) unreimbursed expenses, (d) such
retirement and other benefits earned by the Executive and vested (if applicable)
under the terms of any employee benefit plan maintained by The MIIX Group or its
affiliates in which the Executive participates paid in the normal course for
such payments, and (e) for the eighteen (18) month period following the date of
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termination, coverage for the Executive and his dependents (if applicable) under
The MIIX Group's and its affiliates' health, life and benefits plans and
programs. In the event a Change in Control occurs during the period of payments
required under this Section, the remaining payments shall be accelerated and
paid in a lump sum within thirty (30) days of the Change in Control.
5.4.2 If the Executive's employment is terminated by the
Company without Cause during the one (1) year period following a Change in
Control, the Company shall pay to Executive (a) the accrued and unpaid balance
of his Base Salary through the termination date, (b) within thirty (30) days of
such termination a lump sum payment equal to 2.99 multiplied by the Executive's
Base Amount, (c) unreimbursed expenses, (d) such retirement and other benefits
earned by the Executive and vested (if applicable) under the terms of any
employee benefit plan maintained by The MIIX Group or its affiliates in which
the Executive participates paid in the normal course for such payments, and (e)
for an eighteen (18) month period following the date of termination, coverage
for the Executive and his dependents (if applicable) under The MIIX Group's and
its affiliates' health, life and benefit plans and programs.
For purposes of both Sections 5.4.1 and 5.4.2, termination
arising at the end of a term as a result of the Company providing a Non-Renewal
Notice shall be treated as termination without Cause and Executive shall be
entitled to receive the payments provided in Sections 5.4.1 or 5.4.2, as the
case may be.
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5.5 Termination by Executive.
5.5.1 Executive may terminate his employment hereunder at any
time upon not less than thirty (30) days prior written notice. If the Executive
voluntarily terminates his employment without Good Reason, the Executives shall
be entitled to receive (a) the balance of his accrued and unpaid Base Salary as
of the termination date, (b) unreimbursed expenses, and (c) such retirement and
other benefits earned by the Executive and vested (if applicable) prior to his
termination under the terms of any employee benefit plan maintained by The MIIX
Group or its affiliates, all of the foregoing to be paid in the normal course
for such payments.
5.5.2 If the Executive voluntarily terminates his employment
with the Company prior to a Change in Control with Good Reason, the Executive's
required notice of termination shall specify the circumstances that constitute
Good Reason and must be given within thirty (30) days of the event or
circumstances which constitute such Good Reason. In such event, the Company will
have thirty (30) days to correct or eliminate such Good Reason. If the Company
has not corrected or eliminated such Good Reason, by the end of such thirty (30)
day period, the Executive's employment shall terminate and the Executive shall
be entitled to receive (a) his accrued and unpaid Base Salary through the
termination date, (b) unreimbursed expenses, (c) his Base Salary for the
eighteen (18) month period following the termination date paid, at the Company's
option, in accordance with the Company's normal payroll practice or in a lump
sum, (d) such retirement and
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other benefits earned by the Executive and vested (if applicable) under the
terms of any employee benefit plan maintained by The MIIX Group or its
affiliates in which the Executive participates paid in the normal course for
such payments, and (e) during the eighteen (18) month period following
termination, coverage for the Executive and his dependents (if applicable) under
The MIIX Group's or its affiliates' health, life and benefit plans and programs.
In the event a Change in Control occurs during the period of payments required
under this Section 5.5.2, the remaining payments shall be accelerated and paid
in a lump sum within thirty (30) days of the Change in Control.
5.5.3 During the one (1) year period following a Change in
Control, the Executive may terminate his employment with Good Reason upon thirty
(30) days written notice of termination to the Board. If the Executive elects to
terminate his employment with the Company pursuant to this Section 5.5.3 for
Good Reason, the Executive's required notice of termination shall specify the
circumstances that constitute Good Reason and must be given within thirty (30)
days of the event or circumstances which constitute such Good Reason. In such
event, the Company will have thirty (30) days to correct or eliminate such Good
Reason. If the Company has not corrected or eliminated such Good Reason by the
end of that thirty (30) day period, the Executive's employment shall terminate
and the Company shall pay to Executive (a) the accrued and unpaid balance of his
Base Salary through the termination date, (b) unreimbursed expenses, (c) within
thirty (30) days of such
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termination, a lump sum payment equal to 2.99 multiplied by the Executive's Base
Amount, (d) such retirement and other benefits earned by the Executive and
vested (if applicable) under the terms of any employee benefit plan maintained
by The MIIX Group or its affiliates in which the Executive participates, paid in
the normal course for such payments, and (e) for an eighteen (18) month period
following the termination date, coverage for the Executive and his dependents
(if applicable) under The MIIX Group's and its affiliates' health, life and
benefit plans and programs.
5.6 Board of Directors. The Executive specifically agrees that upon his
termination of employment with the Company, whether voluntarily or
involuntarily, his position as a member of the Board shall immediately end and
this Agreement shall act as notice of resignation by the Executive.
6. Confidential Information. Except as required in the performance of his duties
to the Company under this Agreement, the Executive shall not, during or after
the term of this Agreement, use for himself or others, or disclose to others,
any confidential information of The MIIX Group or its affiliates including
without limitation, trade secrets, data, know-how, design, formulas,
developmental or experimental work, claims defense and recovery methods and
procedures and broker and agent relationships, computer programs, proprietary
information bases and systems, databases, customer lists, business plans,
financial information of or about The MIIX Group or any of its affiliates,
customers or clients, unless
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authorized in writing to do so by the Board, but excluding any information
generally available to the public or information (except information related to
The MIIX Group or its affiliates) which Executive possessed prior to his
employment with the Company. The Executive understands that this undertaking
applies to information of either a technical or commercial or other nature and
that any information not made available to the general public is to be
considered confidential. The Executive acknowledges that such confidential
information as is acquired and used by The MIIX Group or its affiliates is a
special, valuable and unique asset. All records, files, materials and
confidential information obtained by Executive in the course of his employment
with the Company are confidential and proprietary and shall remain the exclusive
property of The MIIX Group or its affiliates, as the case may be.
7. Return of Documents and Property. Upon the termination of Executive's
employment from the Company, or at any time upon the request of the Company,
Executive (or his heirs or personal representative) shall deliver to the Company
(a) all documents and materials containing confidential information relating to
the business or affairs of The MIIX Group or any of its affiliates, customers or
clients, and (b) all other documents, materials and other property belonging to
The MIIX Group or its affiliates, customers or clients that are in the
possession or under the control of Executive.
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8. Non-Competition.
8.1 For purposes of this Agreement, "competitor" shall mean any company
engaged in or about to be engaged in the business of developing, producing or
distributing, in The MIIX Group's (including its affiliated companies)
geographic area of distribution, a product or service in the medical
professional liability insurance business which is similar to any product or
service produced or performed or about to be produced or performed by The MIIX
Group and/or any of its affiliated companies.
8.2 The Executive agrees that so long as he is employed by the Company,
and for a period of one (1) year thereafter, he will not, directly or
indirectly, whether for compensation or not, own, manage, operate, join, control
or participate in, or be connected as a stockholder, officer, employee, partner,
creditor, guarantor, advisor or otherwise, with a competitor. The foregoing
shall not be construed, however, as preventing the Executive from investing his
assets in such form or manner as will not require services on the part of the
Executive in the operations of the businesses in which such investments are made
and provided any such business is publicly owned and the interest of Executive
therein is solely that of an investor owning not more than five percent (5%) of
the outstanding equity securities of any such business. Should Executive breach
the provisions of this Section, the Company and The MIIX Group shall be entitled
to cease all payments and benefits under the
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terms of this Agreement and shall be entitled to pursue all remedies it might
have including, but not limited to, those contained in this Agreement.
8.3 For the period of six (6) months after the termination of this
Agreement for any reason whatsoever, Executive shall not offer employment or
otherwise solicit as a director, officer, employee, agent or in any other
capacity any person or persons who are employed by The MIIX Group or any of its
affiliates or who were at any time (within a period of six (6) months
immediately prior to the date of the Executive's termination) employed by The
MIIX Group or any of its affiliates or otherwise interfere with the relationship
between such persons and The MIIX Group or any of its affiliates, provided that
the foregoing shall not prohibit a general solicitation for employment.
8.4 It is agreed that the Executive's services hereunder are special,
unique, unusual and extraordinary giving them peculiar value, the loss of which
cannot be reasonably or adequately compensated for by damages, and in the event
of the Executive's breach of Sections 6 or 8 hereof, the Company and The MIIX
Group shall be entitled to equitable relief by way of injunction or otherwise.
If the period of time or area herein specified should be adjudged unreasonable
in any court proceeding, then the period of time shall be reduced by such number
of months or the area shall be reduced by elimination of such portion thereof as
deemed unreasonable, so that this covenant may be enforced during such period of
time and in such area as is adjudged to be reasonable.
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9. Severability. The terms of this Agreement and each Section hereof shall be
considered severable and the invalidity or unenforceability of any part thereof
shall not affect the validity or enforceability of the remaining portions or
provisions hereof.
10. Notices. Any notice required or permitted to be given under this Agreement
shall be sufficient, if in writing and delivered by registered or certified mail
or overnight delivery service, to his principal residence, in the case of the
Executive, or to its principal office in the case of the Company or The MIIX
Group.
11. Assignment. The rights and obligations of the Company and The MIIX Group
under this Agreement shall inure to the benefit of and be binding upon their
respective successors and assigns. Neither this Agreement nor any rights or
interests herein or created hereby may be assigned or otherwise transferred
voluntarily or involuntarily by the Executive.
12. Arbitration. Except in the event of a breach or threat of breach of Sections
6 or 8 of this Agreement, any controversy or claim arising out of or relating
directly or indirectly to this Agreement, including but not limited to
transactions pursuant hereto, the rights and obligations of the parties
hereunder, and the performance or breach hereof, which are not capable of
satisfactory amicable resolution, and whether sounding in contract, tort, or any
other legal theory shall be finally and conclusively settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA") then in force, and judgment
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upon the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The award shall be made by one (1) arbitrator. The
arbitrator shall interpret this Agreement in accordance with the substantive
laws of the State of New Jersey. The arbitrator shall have no power to add to,
subtract from, or otherwise modify the terms of this Agreement. All awards shall
be reasoned awards in writing setting forth the facts, the issues and the legal
or other basis for the decisions of the arbitrator. No party shall be precluded
hereby from seeking provisional remedies in the courts of any jurisdiction or
from the arbitrator, including, but not limited to, temporary restraining orders
and preliminary injunctions to protect its rights and interests, and the posting
of pre-award security, but such shall not be sought as a means to avoid or
unduly delay arbitration.
The parties hereby acknowledge the validity and enforceability of this
arbitration clause, and will not challenge the validity thereof in any court or
before the arbitrator. Each party shall bear its own respective legal fees,
costs and expenses in connection with any arbitration, court action or
proceeding, and shall bear one-half of the arbitrator's fees and expenses, if
any.
13. Waiver. Any term or provision of this Agreement may be waived in writing at
any time by the party entitled to the benefit thereof. The failure of either
party at any time to require performance of any provision of this Agreement
shall not affect such party's right at a later time to enforce such provision.
No consent or waiver by
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either party to any default or to any breach of a condition or term in this
Agreement shall be deemed or construed to be a consent or waiver to any other
breach or default.
14. Applicable Law. Except to the extent such laws are superceded by Federal
laws, this Agreement shall be interpreted and construed under the laws of the
State of New Jersey, without reference to principles of conflicts of laws.
15. Entire Agreement. This instrument contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior or
contemporaneous agreements with respect to such subject matter. It may not be
changed or altered, except by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
THE MIIX GROUP, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx
Chairman
/s/ Xxxxxx Xxxxxxxx
----------------------------------------(L.S.)
Xxxxxx Xxxxxxxx
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