Exhibit 10.14
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated June 3, 1986, is made between HILB,
XXXXX AND XXXXXXXX COMPANY OF PITTSBURGH, INC., a Pennsylvania
corporation ("Employer"), and XXXX X. XXXXXXX ("Employee")
residing at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000.
In consideration of the sum of $1.00, receipt of which is
acknowledged by Employee, Employer's employment or continued
employment of Employee, and the mutual promises contained in this
Agreement, the parties agree as follows:
1. Employer agrees to employ Employee as ACCOUNT EXECUTIVE
for a term of one (1) year and to pay Employee such compensation
as is mutually agreed upon; provided, however, that during such
term either party may terminate this Agreement, with or without
cause, by giving thirty (30) days written notice to the other of
its intent to do so. Unless this agreement has been previously
terminated or unless either party gives thirty (30) days written
notice to the other to the contrary, this Agreement shall renew
upon the same terms and conditions for like one (1) year terms
upon the expiration of the initial term and each succeeding
renewal term. Employee's compensation shall be reviewed by
Employer not less frequently than annually during the term of
this Agreement and any renewals or extensions thereof, and shall
be full compensation for all services performed by Employee under
this Agreement.
2. Employee agrees (i) to devote his full business time
and energies to the business and affairs of Employer, (ii) to use
his best efforts, skills and abilities to promote the interest of
the Employer and the related business interests of Hilb, Xxxxx
and Xxxxxxxx Company ("HRH") and its other subsidiaries and (iii)
to perform faithfully and to the best of his ability all
assignments of work given to him by Employer. (HRH and its
subsidiary corporations, including Employer, are herein referred
to as the "HRH Companies").
3. All business, including insurance, bond, risk
management, self-insurance and other services (collectively, the
"HRH Business"), transacted through the efforts of Employee shall
be the sole property of the Employer and the HRH Companies, and
Employee acknowledges that he shall have no right to any
commission or fees resulting from the conduct of such business
other than in the form of the compensation referred to in
Paragraph 1. Premiums, commissions or fees on the HRH Business
transacted through the efforts of Employee shall be invoiced to
the assured or purchaser by Employer or one of the other HRH
Companies. All checks or bank drafts received by Employee from
any assured or purchaser shall be made payable to such company
and all amounts collected by Employee shall be promptly turned
over to Employer.
4. Employee acknowledges that, in the course of his
employment hereunder, he will become acquainted and entrusted
with certain confidential information and trade secrets of
Employer and the HRH Companies, concerning customers of the HRH
Companies ("HRH Customers") and sources with which insurance is
placed, which confidential information includes, but is not
limited to, financial data and marketing programs for the HRH
Companies, policy expiration dates, policy terms, conditions and
rates, customers' risk characteristics, and information
concerning the insurance market for large or unusual commercial
risks. Employee agrees that he will safeguard all such
confidential information from exposure to or appropriation by
unauthorized persons and that he will not, without the prior
written consent of Employer or other applicable HRH Company
during the term of this Agreement or any time thereafter, divulge
or make any use of such confidential information except as may be
required in the course of his employment hereunder. Upon
termination of his employment, Employee promises to deliver to
Employer all materials, including personal notes and
reproductions relating to the Employer and HRH Companies and to
the HRH Business, which are in his possession or control.
Employee agrees that compensation and benefits otherwise owing to
him may be withheld for failure to comply with the terms of this
paragraph.
5. In the event of any termination of Employee's
employment hereunder whether by Employer or by Employee, Employee
agrees that for a period of three years following such
termination he will not, without the prior written consent of
Employer or HRH, directly or indirectly, solicit or accept
insurance or bond business from, or perform any of the services
included within the HRH Business, for any HRH Customer with whom
he or any HRH Company office in which he has worked has had
business relations.
6. If, during the period of three years following the
termination of employment hereunder, any commission or fee
becomes payable to Employee or to any person, firm or corporation
by whom Employee is then employed, as a result of a violation by
Employee of the provisions of paragraphs 4 or 5 of this
Agreement, Employee agrees to promptly pay to Employer an amount
equal to 75% of such commission or fee. In addition, the parties
agree that in the event of a breach by Employee of the terms of
paragraphs 4 and/or 5 monetary damages alone will not be
sufficient to protect the interest of Employer and the HRH
Companies and, as a result, that Employer and the HRH Companies
shall be entitled to injunctive relief against Employee to
prevent the breach of any such provision hereunder. It is
further agreed that the foregoing remedies shall be cumulative
and not exclusive, and shall be in addition to any other remedies
available to Employer and the HRH Companies at law or in equity.
7. In the event that on the date of this Agreement
Employee is employed under the terms of a prior separate
employment agreement with Employer or any other of the HRH
Companies ("prior employment agreement"), such prior employment
agreement shall not be terminated by the executive of this
Agreement. Rather the two Agreements shall be read as
constituting one employment agreement; provided, however, that in
the event of conflicts in the interpretation of the two
Agreements, the terms of this Agreement will determine the
resolution of said conflict of interpretation.
8. If any provision of this Agreement or any part of any
provisions of this Agreement is determined to be unenforceable
for any reason whatsoever, it shall not invalidate or affect the
other portions or parts of the Agreement, which shall remain in
full force and effect and be enforceable according to their
terms.
WITNESS the following signatures.
EMPLOYER:
HILB, XXXXX AND XXXXXXXX COMPANY
OF PITTSBURGH, INC.
By: /s/
---------------------------------
EMPLOYEE:
/s/ XXXX X. XXXXXXX
------------------------------(SEAL)
XXXX X. XXXXXXX
