EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made and entered into as of the
11th day of November, 1999, by and between:
(i) XXXXXXX X. XXXXXXXXXX, an individual of Coral Springs, Florida
(the "Employee") and
(ii) 21ST CENTURY HOLDING COMPANY, a Florida corporation with
offices and place of business in Plantation, Florida (the
"Company").
P R E L I M I N A R Y S T A T E M E N T
WHEREAS, the Company is engaged in the insurance business and desires to employ
Employee and to secure for the Company the benefit of Employee's experience,
efforts and abilities in connection with the business of the Company, all as
provided herein; and
WHEREAS, the Company has and will continue to expend substantial resources in
connection with the aforementioned endeavors; and
WHEREAS, the Company desires to engage Employee as President of Federated
National Insurance Company and Assurance Managing General Agents, Inc., wholly
owned subsidiaries of the Company, to perform management functions and other
services in connection with the business of the Company, and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Employment. Effective as of November 29, 1999, the Company employs
Employee, and Employee hereby accepts employment by Company, and agrees to serve
the Company, upon the terms and conditions set forth in this Agreement.
2. Term of Employment. The Employee shall be employed for a period of
four (4) years from the date set forth in Paragraph 1 herein (the period of
employment may be referred to as the "Term of Employment").
3. Duties of Employee. So long as employed hereunder, Employee agrees to
devote Employee's full business time and energy to the business and affairs of
the Company, to perform Employee's duties hereunder effectively, diligently and
to the best of Employee's ability and to use Employee's best efforts, skill and
abilities to promote the Company's interests. Employee's duties shall include,
but are not limited to, management functions for the Company, as well as
providing any other services as may be determined by the Company from time to
time in the Company's reasonable discretion.
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4. Compensation. For all services to be rendered by Employee to the
Company during the Term of Employment, the Company agrees to compensate Employee
and Employee agrees to accept from Employer, the following compensation:
(a) Base Salary. The Company agrees to pay Employee a base salary
of FIFTEEN HUNDRED AND NO/100 DOLLARS ($1,500.00) per week
over a 52 week period payable biweekly.
(b) Bonus. The Company agrees to pay Employee a bonus based upon
the following bonus structure:
(1) Initial Bonus: Upon the execution of this Agreement,
Employee shall receive the option to purchase 40,000 shares of
stock of the Company at $10.00 per share pursuant to the 1998
Stock Option Plan (refer to attachment "21st Century Holding
Company 1998 Stock Option Plan) of 21st Century Holding
Company.
(2) Bonus: At the completion of one (1) year of employment
under this Agreement and each subsequent year of this
Agreement, the Employee will receive a bonus of TWENTY
THOUSAND AND NO/100 DOLLARS ($20,000.00) contingent upon an
increase in revenues or gross written premium for either
Assurance MGA or Federated National , and as long as the
Employee is still employed by the Company. At the Company's
sole discretion, the Bonus may be paid in cash, stock or a
combination of cash and/or stock with the valuation of the
stock to be valued at the closing price of the stock on the
aforementioned dates. The Bonus shall be paid to Employee
within fifteen (15) days of the anniversary date of this
Agreement.
(3) Reimbursement of Business Expenses: During the term of
this Agreement, the Company shall reimburse the Employee
for all reasonable business expenses incurred by Employee
in the performance of Employee's duties.
(4) Car Allowance: The Corporation shall pay to the Employee
the sum of SIX HUNDRED AND NO/100 DOLLARS ($600.00) per
month to compensate for the depreciation of the value of the
Employee's vehicle and expenses incurred (i.e. insurance,
repairs, maintenance, etc.) while vehicle is used in the
business of the Corporation.
(c) Medical Insurance. In addition to the Employee's salary and bonus,
as set forth above, and so long as Employee is employed by the Company,
the Company agrees to provide and pay the premium cost for medical
insurance coverage for the Employee commensurate with the coverage
provided by the Company for other similarly situated employees.
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5. Termination. Employee's employment with the Company may be terminated
by the Company if any of the following shall occur:
(a) Employee shall be discharged for "good cause" which shall mean
that:
(i) there has been continued gross neglect on the part of the
Employee in the performance of Employee's duties under this
Agreement, after notice from the Company and an opportunity to
cure; or
(ii) Employee shall have committed a material breach of any
term or condition of this Agreement, after notice from the
Company and an opportunity to cure; or
(iii) Employee is convicted of a felony or of any crime
involving moral turpitude which is committed by Employee
during the term of this Agreement.
(iv) Employee continued to neglect Employee Handbook Policies
and Procedures after written notification from the Company and
an opportunity to cure.
If Employee's employment by the Company shall be terminated as provided
in this Section 5 or if Employee, voluntarily terminates Employee's employment
by the Company, the Employee shall be entitled to Employee's base weekly salary
(as provided in Section 4(a) above) prorated only through the date of the
termination of employment.
6. Confidentiality Agreement. The Employee recognizes, acknowledges and
agrees that the documents, lists, files, records, data and other information
developed and acquired by the Company, including all information developed and
acquired by the Employee in the course of Employee's employment with the Company
as it may exist from time to time, are considered confidential, and include, but
are not limited to, all information relating to the Company's projects, proposed
projects or applications (the "Confidential Information").
(a) Prohibited Acts. The Employee understands and agrees that
all such Confidential Information is to be preserved and
protected, is not to be disclosed or made available, directly
or indirectly, to third persons for purposes unrelated to the
objectives of the Company, without prior authorization of an
executive officer of the Company, and is not to be used,
directly or indirectly, for any purpose unrelated to the
objectives of the Company without prior written authorization
of an executive officer of the Company.
(b) Continuing Obligations. The Employee understands and
agrees that Employee's obligations under this Agreement,
specifically including the obligations to preserve and protect
and not to disclose (or make available to third persons) or
use for purposes unrelated to the objectives of the
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Company without prior written authorization of an executive
officer of the Company, Confidential Information, continue
indefinitely and do not, under any circumstances or for any
reason (specifically including wrongful discharge), cease upon
termination of employment; and that, in the event of
termination of the Employee's employment for any reason
(specifically including wrongful discharge), such Confidential
Information shall remain the sole property of the Company and
shall be left in its entirety in the undisputed possession and
control of the Company after such termination.
7. Enforcement of Covenants. In addition to all other remedies available
at law or in equity, the covenants contained in Sections 6 and 7 hereof shall be
enforceable by decree of specific performance and/or injunctive relief and shall
be construed as separate covenants covering competition in the geographical
territory set forth, and if any court shall finally determine that the
restraints provided for therein are too broad as to the area, activity or time
covered, then the area, activity or time covered, as the case may be, may be
reduced by such court to whatever extent the court deems reasonable and such
covenants shall be enforced as to such reduced area, activity or time.
8. Notices. All notices, demands and other communications which may or are
required to be given to or made by either party to the other in connection with
this Agreement shall be in writing, shall be given by hand delivery or by United
States Certified or Registered mail, return receipt requested, postage prepaid,
and shall be deemed to have been given or made when received by the addressee,
addressed to the respective parties as follows:
If to Employee: XXXXXXX X. XXXXXXXXXX
0000 X.X. 00 Xxxx
Xxxxx Xxxxxxx, XX 00000
If to Company: 21ST CENTURY HOLDING COMPANY
0000 X.X. 0xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
9. Miscellaneous:
(a) This Agreement has been executed in and shall be governed and
construed in accordance with the laws of the State of Florida.
(b) Unless otherwise provided herein, all rights, powers, and
privileges conferred hereunder upon the parties shall be cumulative and not
restrictive of those given by law.
(c) No failure of any party hereto to exercise any power given such
party hereunder or to insist upon strict compliance by the other party with its
obligations hereunder, and no customary practice of the parties at variance with
the terms hereof, shall constitute a waiver of a party's right to demand exact
compliance with the terms hereof.
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(d) Time is of the essence in complying with the terms, conditions and
provisions of this Agreement.
(e) This Agreement contains the entire agreement of the parties hereto
pertaining to the subject matter hereof, and no representation, inducements,
promises or agreements between the parties not contained herein shall be of any
force or effect.
(f) This Agreement is binding upon and shall inure to the benefit of
the Company, its successors and assigns and the Employee and his respective
heirs, personal representatives, successors and assigns.
(g) Any amendment to this Agreement shall not be binding upon the
parties to this Agreement unless such amendment is in writing and due executed
by all the parties hereto.
(h) In the event any litigation or controversy arises out of or in
connection with this Agreement between the parties hereto, the prevailing party
in such litigation or controversy shall be entitled to recover from the other
party or parties all reasonable attorney's fees, expenses and suit costs,
including those associated with any appellate or post-judgment collection
proceeding.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day, month and year first above written.
-----------------------------
XXXXXXX X. XXXXXXXXXX
(the "Employee")
21ST CENTURY HOLDING COMPANY
a Florida corporation
By:--------------------------
Name: Xxxxxx X. Xxxxxx
------------------------
Title: President
-----------------------
(the "Company")
