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EXHIBIT 10.24
EMPLOYMENT AGREEMENT
This agreement ("Agreement") entered into by and between Xxxxx/Xxxxxx,
Inc., ("the Company") and Xxxxx Xxxxxx ("the Employee").
WITNESSETH:
Whereas, the Company desires to retain the Employee's experience and
abilities in the business of the Company to serve as Vice President and
Actuary; and
Whereas, the Employee desires to enter into such arrangement with the
Company; and
Now, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the Company and Employee agree and state as follows:
ARTICLE 1 - DUTIES
The Employee shall serve as Vice President and Actuary of the Company.
The Employee, while serving as Vice President and Actuary, shall have the
powers and duties generally ascribed to such offices and such additional
authority and duties as may from time to time be established by the Board of
Directors. The Employee shall report and be responsible to the Executive Vice
President of the Company.
ARTICLE 2 - TERM
This agreement shall begin August 23, 1993 and continue until
termination by either party upon 90 days written notice of the termination to
the other.
ARTICLE 3 - COMPENSATION
For the services rendered by Employee hereunder, the Employee shall be
entitled to the following compensation:
a) Salary. The Employee shall be paid a semi-monthly salary of
$3,541.67 to be paid in the usual payroll of the Company.
b) Bonus. The Employee shall be eligible for an annual bonus not to
exceed 50% of annual salary. Such bonus shall be agreed upon in writing and
shall be based on calendar year sales and/or financial results of Xxxxx/Xxxxxx,
Inc. Any bonus payable for 1993 results will be adjusted to reflect less than
one year of service. The bonus formula will be based on results for the year
ended December 31 of each year and any bonus amount due will be paid within 60
days only if the Employee is employed by the Company as of December 31. The
bonus paid for 1993 results is guaranteed to be no less than $5,000.
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c) Relocation Allowance. Employee shall be paid a one-time lump sum of
$40,000 within 30 days of commencing employment to be applied to relocation
expenses. It is understood this allowance covers all expenses incurred by
employee including commuter travel, moving, housing, etc., during the interim
time before employee's family joins him as well as all expenses incurred by
employee related to his personal existing house sale and new housing.
ARTICLE 4 - NON-COMPETITION AND CONFIDENTIALITY
For a period of two years immediately following the termination of
this agreement, whether such termination is voluntary or involuntary, with or
without cause, Employee will not directly or indirectly call on, solicit, sell
insurance, or sell or perform insurance related services (except in behalf of
an Insurance Carrier who is not in competition with Xxxxx/Xxxxxx, Inc., or to a
competitive firm who already has a relationship with a Xxxxx/Xxxxxx client.
Any such relationship will be clearly documented in the exit agreement.) to (i)
any client of the Company at the time of such termination, or (ii) any former
client of the Company which ceased to be such during the 12 month period
immediately prior to such termination, as evidenced by the books and records of
the Company.
During and after the term of this agreement, Employee shall not make
known or divulge to others or use for his own benefit the names and addresses
of clients, customers, prospects or any confidential information obtained
during the term of this agreement relating to the business, sales or clients of
the Company.
This provision shall not preclude the Employee from performing
insurance related services for any Xxxxx/Xxxxxx, Inc., client where such
services are required as part of an Employment Agreement of a competitive firm
and where such services do not directly involve the solicitation or selling of
insurance.
ARTICLE 5 - EMPLOYEE BENEFITS
The Employee will be entitled to participate in any hospitalization,
health, dental or sick leave plan; profit sharing plan; or other present or
future group employee benefit plan or program for which key executives are or
shall become eligible.
ARTICLE 6 - VACATION
The Employee will be entitled to vacation at the rate of three weeks
per year. Vacation will accrue by the same method and will be subject to the
same maximum accumulated vacation limit as pertains to all employees.
ARTICLE 7 - GENERAL PROVISIONS
Section 7.01 - Notices. Any notices to be given hereunder by either
party to the other may be by personal delivery in writing or by mail, registered
or certified, postage prepaid with return receipt requested.
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Section 7.02 - Venue and Law Governing Agreement.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUCTED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS AND VENUE SHALL LIE IN DALLAS COUNTY, TEXAS.
Section 7.03 - Attorney's Fees and Costs. If any action at law or in
equity is necessary to enforce or interpret the terms of this agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which he may be
entitled.
Section 7.04 - Amendment. This agreement may only be amended by the
written consent of the parties.
Section 7.05 - Entire Agreement. This agreement contains the entire
understanding between the parties hereto concerning the subject matter
contained herein. There are no representations, agreements, arrangements, or
understandings, oral or written, between or among the parties hereto, relating
to the subject matter of this agreement, which are not fully expressed herein.
EXECUTED on the day and year written below.
XXXXX/XXXXXX, INC.
Dated: 8/23/93 By: /s/ XXX X. XXXX
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Xxx X. Xxxx
President and Chief Executive Officer
EMPLOYEE
Dated: 8/24/93 By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
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