Exhibit 10(n)
FPIC INSURANCE GROUP, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the 22nd day of
November 1999 by and between FPIC Insurance Group, Inc., a Florida corporation,
with its principal place of business at 000 Xxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as "Employer"), and Xxx X.
Xxxxxx, an individual presently residing at 00000 Xxxx Xxxxxxx X., #0000,
Xxxxxxxxxxxx, XX 00000 (hereinafter referred to as "Employee").
WITNESSETH:
WHEREAS, Employer desires to retain the services of Employee as the
Executive Vice President - Chief Financial Officer of Employer, and Employee
desires to perform such services for Employer on the terms and conditions set
forth herein;
WHEREAS, Employee represents and Employer acknowledges that Employee is
fully qualified, without the benefit of any further training or experience, to
perform the responsibilities and duties, with commensurate authorities, of the
position of Executive Vice President - Chief Financial Officer of Employer; and
WHEREAS, Employee agrees to devote Employee's full time and business
effort, attention and energies to the diligent performance of Employee's duties
hereunder;
NOW, THEREFORE, Employer and Employee, intending to be legally bound,
covenant and agree as follows:
1. Terms of Employment.
-------------------
(a) Employee's employment hereunder shall be for a term beginning
November 22, 1999 and ending December 31, 2001, which term
shall be extended for an additional year at the end of each
calendar year, commencing with calendar year 2000, upon
Employer's Board of Directors (from time to time herein
referred to as the "Board"), or a committee thereof, giving
notice to Employee prior to the end of such calendar year that
it wishes to extend this Employment Agreement for an
additional year.
(b) In the event Employer does not give notice to Employee prior
to the end of any calendar year, commencing with calendar year
2000, that it wishes to extend this Employment Agreement as
specified in subparagraph (a) above, Employee may voluntarily
terminate Employee's employment under this Employment
Agreement by giving at least ninety (90) days written notice
to Employer. Following the effective date of such voluntary
termination, Employee shall continue to receive Employee's
annual salary, payable as immediately prior to termination,
plus all benefits to which Employee is then entitled for the
balance of the term of this Employment Agreement. It is
provided, however, if Employee directly or indirectly engages
in or acts as an executive of or consultant for any trade or
occupation that is in competition with Employer, such salary
and benefits shall thereupon terminate.
(c) The duties of Employee shall be as determined by the Board in
accordance with this Employment Agreement and the By-Laws of
Employer in effect from time to time. Employee may not be
reassigned to an inferior position, given a change in
classification or reclassified, or transferred, nor shall
Employee's responsibilities, duties, authority or title change
during the term of this Employment Agreement, except as
provided in subparagraph 1(b) above. Without limiting the
generality of the foregoing, Employee shall report to and
advise the Board regarding the management and operation of
Employer's business. Employee agrees to devote Employee's full
time business efforts, attention and energies to the diligent
performance of Employee's duties hereunder and will not,
during the term hereof, accept employment, full or part-time,
from any other person, firm, corporation, governmental agency
or other entity that, in the reasonable opinion of the Board,
would conflict with or
detract from Employee's capable performance of such duties,
provided, however, Employee may devote reasonable amounts of
time to activities of a public service, civic, or
not-for-profit nature.
2. Compensation and Expenses. Employer shall pay, or provide, and Employee
shall accept as full consideration for the services to be rendered hereunder,
and as a reimbursement or provision for expenses incurred by Employee the
following:
(a) An annual salary of $260,000 (prorated for 1999) payable in
twenty-four (24) equal payments during each year of this
Employment Agreement; provided, however, that effective
January 1 of each year beginning in 2001, Employee's annual
compensation shall be increased in accordance with the
provision for salary increases set forth in paragraph (b)
below. Employee's minimum total compensation, which in no
event may be reduced in whole or in part, shall be the annual
salary at the rate of compensation received by Employee for
any given period of time or at the time of Employee's
termination.
(b) Annual performance reviews will determine annual salary
increases to which Employee becomes entitled, effective
January 1, 2001, based upon Employer's then current
Compensation Program.
(c) Incentive compensation payable with respect to each year
beginning with the year 2000 based on Employee's individual
performance and the performance of Employer for the prior year
pursuant to Employer's then current Executive Incentive
Compensation Program.
(d) Any additional compensation payable by resolution of the
Board for outstanding performance.
(e) Such benefits as may be made available from time to time to
senior management employees of Employer, but at no time, less
than: (i) a personal company automobile including all the
costs of operating, maintaining and licensing the automobile
and (ii) initiation fees, dues, assessments and other expenses
of membership in appropriate clubs or organizations of
Employee's choice, as reasonably approved by Employer's Board
or an appropriate committee thereof.
3. Expenses. Employer agrees to reimburse Employee for ordinary and
necessary expenses incurred by Employee in performing services for Employer
pursuant to the terms of this Employment Agreement, in accordance with
established corporate policies.
4. Termination. Unless the employment of Employee previously has been
terminated pursuant to subparagraph 1(b), this Employment Agreement may be
terminated in the manner set forth in subparagraphs (a) through (f) below.
(a) Voluntary Termination by Employee.
---------------------------------
Employee may terminate this Employment Agreement at any time
by giving at least ninety (90) days written notice to
Employer, with no further obligation on Employer's part after
the effective date of such termination. It is agreed that
should Employee voluntarily terminate Employee's employment
prior to the end of the initial term of this Employment
Agreement, Employee shall forfeit all rights to compensation
and all benefits based upon compensation occurring after the
effective date of such termination.
(b) Voluntary Termination by Employer.
---------------------------------
Employer may terminate this Employment Agreement at any time
for any reason sufficient to it, by act of its Board. Such
termination shall be immediately effective. Following such
voluntary termination, Employee shall continue to receive
Employee's annual salary, payable immediately prior to
termination, together with any benefits accrued to the date of
termination, plus all benefits to which Employee is then
entitled, for the balance of the then current Employment
Agreement, provided, however, if Employee directly or
indirectly engages in or acts as an executive of or consultant
for any trade or occupation that is in competition with
Employer, such salary and benefits shall thereupon terminate.
(c) Permanent Disability of Employee.
--------------------------------
If Employee has been, for substantially all the normal working
days during three (3) consecutive months, unable to perform
Employee's responsibilities and duties and to exercise
Employee's authorities in a satisfactory manner due to mental
or physical disability, then Employee may be deemed
"permanently disabled," and Employee's employment may be
terminated at the election of the Board of Employer. Any
determination of permanent disability made by Employer shall
be final and conclusive. In the event that Employer deems
Employee "permanently disabled," Employee shall be entitled to
receive the unpaid balance of Employee's annual salary,
together with other accrued benefits to the date of the
determination of being permanently disabled, payable as
immediately prior to termination for the remaining term of
this Employment Agreement, less any amount received by
Employee under any Employer-provided long term disability
coverage and/or program; provided, however, if Employee
directly or indirectly engages in or acts as an executive of
or consultant for any trade or occupation that is in
competition with Employer, such salary and benefits shall
thereupon terminate.
(d) Death of Employee.
-----------------
This Employment Agreement shall terminate on the date of
Employee's death, and Employer shall pay, in a lump sum, to
the estate or personal representative of Employee the unpaid
balance of Employee's annual salary, together with other
accrued benefits, to the date of death.
(e) Termination for Cause.
---------------------
Employer's Board may terminate this Agreement for cause, but
only after a written notice specifying the cause has been
submitted to Employee. Employee shall be granted a reasonable
opportunity to respond to the notice, in writing, and in an
appearance before the Board. A determination by the Board to
terminate this Agreement for cause may be made at a meeting of
the Board at which a quorum is present and by a vote of at
least a majority of the entire then current membership of the
Board. If Employer terminates this Employment Agreement for
cause under this subparagraph, Employer shall not be obligated
to make any further payments under this Employment Agreement
other than amounts accrued at the time of such termination.
"Cause" for the purposes of this Agreement consists of the
following:
(i) Employee's commission of dishonest acts, fraud,
misappropriation, or embezzlement affecting Employer;
(ii) Employee's commission of any felony under state or
federal law; or
(iii) the failure or refusal of Employee to comply with any
reasonable lawful policy, directive or instruction of the
Board, consistent with subparagraph l(c) hereof
(f) Constructive Discharge. Employee may terminate this Employment
Agreement in the event of Constructive Discharge by providing
written notice to Employer within three months after the
occurrence of such event, specifying the event relied upon for
a Constructive Discharge. "Constructive Discharge" shall mean
any (i) material change by Employer of Employee's
position, functions, or duties to an inferior position,
functions, or duties from that in effect on the date of this
Agreement, (ii) assignment, reassignment, or relocation by
Employer of Employee without Employee's consent to another
place of employment more than 50 miles from Employee's current
place of employment, (iii) liquidation, dissolution,
consolidation or merger of Employer, or transfer of all or
substantially all of its assets, other than a transaction or
series of transactions in which the resulting or surviving
transferee entity has, in the aggregate, a net worth at least
equal to that of Employer immediately before such transaction
and expressly assumes this Agreement and all obligations and
undertakings of Employer hereunder, or (iv) reduction in
Employee's base salary or target bonus opportunity (if greater
than the target bonus opportunity, the average of the annual
bonuses paid to Employee in the three calendar years prior to
the calendar year of the Constructive Discharge). Following
termination of Employee's employment in the event of a
Constructive Discharge, Employee shall continue to receive
Employee's annual salary, payable as immediately prior to
termination, plus all benefits to which Employee is then
entitled, for the balance of this Agreement, provided,
however, if Employee directly or indirectly engages in or acts
as an executive of or consultant for any trade or occupation
that is in competition with Employer, such salary and benefits
shall thereupon terminate. Employer and Employee, upon mutual
agreement, may waive any of the foregoing provisions that
would otherwise constitute a Constructive Discharge. Within
ten days of receiving such written notice from Employee,
Employer may cure the event that constitutes a Constructive
Discharge.
(g) Upon any termination of this Agreement, Employee shall
immediately turn over to Employer all of Employer's property,
both tangible and intangible. To the extent that such
Employer's property shall constitute a benefit to Employee
under this Agreement, Employee shall receive from Employer the
value of that benefit for the remaining term of this
Agreement.
(h) Upon any termination of this Agreement, regardless of the
reason for termination, it is agreed:
(i) Inducing Employees of Employer to Leave. Any attempt on
the part of Employee to induce others to leave Employer's
employ, or any efforts by Employee to interfere with
Employer's relationships with other employees, would be
harmful and damaging to Employer. Employee expressly agrees
that during the term of this employment and for a period of
two (2) years thereafter, Employee will not, in any way,
directly or indirectly: (A) induce or attempt to induce any
employee to terminate his or her employment with Employer; (B)
interfere with or disrupt Employer's relationship with other
employees; or (C) solicit, entice, take away or employ any
person employed by Employer.
(ii) Confidentiality. Employee agrees not to, without prior
written consent of Employer, divulge to others, or use, for
Employee's own benefit or for the benefit of others, any
intellectual property, trade secrets or confidential or
proprietary information or data of Employer, including without
limitation, the contents of advertising, customer lists,
information regarding customers or their customers,
programming methods, business plans, strategies, financial
statements, copyrights, correspondence or other records of
Employer, except to the extent to which such information is
required by law to be disclosed to others.
(iii) Remedy. Employee acknowledges that Employee will be
conversant with Employer's affairs, operations, trade secrets,
customers, customers' customers and other proprietary
information data; that Employee's compliance with the
provisions of this subparagraph is necessary to protect the
goodwill and other proprietary rights of Employer; and that
Employee's failure to comply with the provisions of this
subparagraph will result in irreparable and continuing damage
to Employer for which there will be no adequate remedy at law.
If Employee shall fail to comply with the provision of this
subparagraph, Employer (and its respective successors and
assigns) shall be entitled to injunctive relief and to such
other and further relief as may be proper and necessary to
ensure such compliance.
(iv) Mitigation. In no event shall Employee be obligated to
seek other employment or to take other action by way of
mitigation of the amounts payable to Employee under any of the
provisions of this Agreement.
5. Employment Security.
-------------------
(a) If Employer suffers from any natural or manmade disaster, work
stoppage, civil disobedience, act of war, or any other
emergency condition beyond Employee's control, the term of
this Employment Agreement shall remain in full force and
effect as if such event had not taken place.
(b) In the event of the merger, consolidation or acquisition of
Employer with or by any other corporation, corporations or
other business entities, the sale of Employer or a major
portion of its assets, or of its business or good will or any
other corporate reorganization involving Employer, this
Employment Agreement shall be assigned and transferred to the
successor in interest as an asset of Employer and the assignee
shall assume Employer's obligations hereunder, and Employee
agrees to continue to perform Employee's duties and
obligations hereunder. Failure to assign this Employment
Agreement prior to any of the events set forth in this
subparagraph 5(b) will obligate Employer to fulfill the terms
and conditions hereof prior to consummating the applicable
event.
6. Arbitration. In the case of any dispute or disagreement arising out of
or connected with this Agreement, the parties hereby agree to submit such
disputes or disagreements to the American Arbitration Association within ninety
(90) days of such dispute or disagreement for resolution by a panel of three
arbitrators designated by the American Arbitration Association. The panel of
arbitrators shall be instructed to render their decision within one hundred
twenty (120) days of the initial submission of the dispute or disagreement to
them. Any decision or award by such arbitration panel shall be final and
binding, and except in a case of gross fraud or misconduct by one or more of the
arbitrators, the decision or award rendered with respect to such dispute or
disagreement shall not be appealable.
7. Miscellaneous.
-------------
(a) All notices, requests, demands, or other communications
hereunder shall be in writing, and shall be deemed to be duly
given when delivered or sent by registered or certified mail,
postage prepaid, to Employee's last home address as provided
to and reflected on the records of Employer and to Employer
when personally delivered to Employer's Secretary or when sent
by registered or certified mail, postage prepaid, to such
officer.
(b) Employer hereby agrees that no request, demand or requirement
shall be made to or of Employee that would violate any federal
or state law or regulations.
(c) Should any valid federal or state law or final determination
of any administrative agency or court of competent
jurisdiction affect any provision of this Employment
Agreement, the provision so affected shall be automatically
conformed to the law or determination; otherwise, this
Employment Agreement shall continue in full force and effect.
(d) This Employment Agreement is made and entered into in the
State of Florida and its validity and interpretation, and the
performance by the parties hereto of their respective duties
and obligations hereunder, shall be governed by the laws of
the State of Florida and of the United States of America.
(e) This Employment Agreement and any agreements executed
contemporaneously herewith constitute the entire agreement
between the parties respecting the employment of Employee,
there being no representations, warranties or commitments
except as set forth herein or therein.
(f) This Employment Agreement may be amended only by an instrument
in writing executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the day and date first set forth above.
Employee: FPIC Insurance Group, Inc.
By
------------------------------ ------------------------------------
Xxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
President and Chief Executive Officer
------------------------------ ------------------------------------
Attest Attest
