Exhibit 10.17
AGREEMENT dated as of April 30, 1997 by and among THE WESTERN SYSTEMS
CORP. (the "Company"), FRONTIER INSURANCE GROUP, INC. ("Frontier"), XXXXXXX X.
XXXXXXX ("Xxxxxxx"), XXXXXXX X. XXXXXXX ("Xxxxxxx"), XXXXXX X. XXXXXXX
("Xxxxxxx"), and XXXXXX X. XXXXXX, XX. ("Xxxxxx" and together with Frontier,
Xxxxxxx, Xxxxxxx and Solomon, the "Stockholders").
INTRODUCTION
A. There is being executed concurrently herewith a certain
asset purchase agreement (the "Asset Purchase Agreement") by and among the
Company, American Country Insurance Company ("ACIC") and its subsidiary American
Country Financial Services, Inc. ("ACFS") et al, providing for the sale of
assets of ACIC and ACFS to subsidiaries of the Company (the "Subsidiaries").
B. The parties hereto recognize the special expertise of Frontier in
the insurance business and wish to set up a mechanism whereby Frontier can
provide management services to the subsidiary of Western that is acquiring the
assets and name of ACIC (the "Insurance Subsidiary"), and through Frontier's
designee on the Board of Directors of Western, Xxxxx X. Xxxxx, implement certain
decisions.
NOW THEREFORE, in consideration of the mutual agreements set forth
herein, the parties hereto agree as follows:
1. Creation of Executive Committee. The Board of Directors of Western
will cause the Insurance Subsidiary to create an Executive Committee for at
least one year, consisting of the following persons (all of whom will be
directors of the Insurance Subsidiary):
Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
2. Chairman. Xxxxx Xxxxx will serve as Chairman of the Executive
Committee.
3. Role of the Executive Committee. The Executive Committee (through
its Chairman) will review the business of the Insurance Subsidiary in detail,
including a review of such matters as staffing levels, lines of business and
other operational issues. The Chairman will report to the Executive Committee
the results of his review of the business and his recommendations for action.
The Executive Committee will have power and authority, consistent with Illinois
law, to execute and carry out its decisions through its Chairman.
2
4. Fees. Western and Frontier will structure a fee arrangement to
compensate Frontier for its services to Western and its Insurance Subsidiary. In
doing so, the fees payable to Frontier shall take into account the Agreement
dated April 30, 1997 among the parties hereto with respect to certain M&A fees
and other fees payable to Frontier.
5. Miscellaneous. This Agreement may be terminated any time by mutual
written consent of all of the parties.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf as of the date first above written.
THE WESTERN SYSTEMS CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board
FRONTIER INSURANCE GROUP, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Executive Vice President
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxx, Xx.
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XXXXXX X. XXXXXX, XX.
