EXHIBIT 10(V)
FPIC INSURANCE GROUP, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the 1st day of
May, 2000 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 XXXXX X. XXXXX, an
individual presently residing at 0000 Xxxxxx Xxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx
00000 (hereinafter referred to as "Employee").
WITNESSETH:
WHEREAS, Employer desires to retain the services of Employee as the
President and Chief Operating Officer of Florida Physicians Insurance Company,
Inc. ("FPIC"), a subsidiary of Employer, and Employee desires to perform such
services 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 President and Chief Operating Officer of FPIC; 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 May 1, 2000 and ending April 30, 2002,
which term shall be extended for an additional twelve
months at the end of each twelve month period upon
Employer's Chief Executive Officer giving notice to
Employee prior to the end of such twelve month period
that Employer wishes to extend this Employment
Agreement for an additional twelve month period.
(b) In the event Employer does not give notice to
Employee prior to the end of any twelve month period
that it wishes to extend this Employment Agreement as
specified in subparagraph 1(a) above, Employee may
voluntarily terminate Employee's employment under
this Employment Agreement by thereafter 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
under subparagraph 2(e) below, for the balance of the
then current term of this Employment Agreement;
provided, that if Employer is unable to continue to
provide any such benefits to Employee at
substantially the same cost it would incur were
Employee still employed by Employer (the "Benefit
Cost"), Employer shall have the right to pay Employee
the Benefit Cost of such benefits in lieu of
continuing to provide such benefits to Employee. It
is provided, however, if Employee directly or
indirectly engages in or acts as an employee of or
consultant for any business, 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
Employer's Chief Executive Officer and FPIC's Board
of Directors in accordance with this Employment
Agreement and FPIC's By-Laws in effect from time to
time. 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 Employer's
Board of Directors, 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 $225,000 payable in twenty-four
(24) equal payments during each annual period of this
Employment Agreement; provided, however, that
effective January 1 of each year beginning in 2001,
Employee's annual compensation shall be subject to
increase 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 such year pursuant to Employer's then
current Executive Incentive Compensation Program.
(d) Any additional compensation payable by resolution
of Employer's Board of Directors 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) an automobile allowance of
$750 per month and (ii) initiation fees, dues and
assessments of membership in a club of Employee's
choice, as reasonably approved by Employer's Board of
Directors or an appropriate committee thereof.
3. EXPENSES. Employer agrees to reimburse or cause FPIC 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 and legal
requirements.
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 under this Agreement 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 of Directors. Such termination shall
be immediately effective. Following such voluntary termination, Employee
shall continue to receive Employee's annual salary, payable as immediately
prior to termination, together with any benefits accrued to the date of
termination, plus all benefits to which Employee is then entitled under
subparagraph 2(e) above, for the balance of the then current term of this
Employment Agreement; provided, that if Employer is unable to continue to
provide any such benefits to Employee at substantially the Benefit Cost,
Employer shall have the right to pay Employee the Benefit Cost of such
benefits in lieu of continuing to provide such benefits to Employee. It is
provided, however, if Employee directly or indirectly engages in or acts as
an employee 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 Employer's Board of Directors. 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 pursuant to subparagraph 2(e) above,
to the date of the determination of being permanently disabled, payable as
immediately prior to termination for the remaining then current term of
this Employment Agreement, less any amount received by Employee under any
Employer-provided long term disability coverage and/or program; provided,
that if Employer is unable to continue to provide any such benefits to
Employee at substantially the Benefit Cost, Employer shall have the right
to pay Employee the Benefit Cost of such benefits in lieu of continuing to
provide such benefits to Employee. It is provided, however, if Employee
directly or indirectly engages in or acts as an employee 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 salary,
together with other accrued benefits under
subparagraph 2(e) above, to the date of death.
(e) TERMINATION FOR CAUSE.
Employer's Board of Directors may terminate this
Agreement for Cause (as defined below), 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 Employer's Board
of Directors. A determination by Employer's Board of
Directors to terminate this Agreement for Cause may
be made at a meeting of the Board of Directors at
which a quorum is present and by a vote of at least a
majority of the entire then current membership of the
Board of Directors. If Employer terminates this
Employment Agreement for Cause under this
subparagraph, Employer shall not be obligated to make
any further payments or provide any further benefits
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 Employer's Board of Directors,
consistent with subparagraph l(c) hereof.
(f) CONSTRUCTIVE DISCHARGE. Employee may terminate this
Employment Agreement in the event of Constructive
Discharge (as defined below) 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 to an inferior
position 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. 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
under subparagraph 2(e) above, for the balance of the
then current term of this Employment Agreement;
provided, that if Employer is unable to continue to
provide any such benefits to Employee at
substantially the Benefit Cost, Employer shall have
the right to pay Employee the Benefit Cost of such
benefits in lieu of continuing to provide such
benefits to Employee. It is provided, however, if
Employee directly or indirectly engages in or acts as
an employee 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) RETURN OF PROPERTY. 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 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) ADDITIONAL AGREEMENTS. 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 or any of its affiliates' employ, or
any efforts by Employee to interfere with Employer's
or any of its affiliates' relationships with other
employees, would be harmful and damaging to Employer.
Employee expressly agrees that during the term of
this Employment Agreement 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 or any affiliate of
Employer; (B) interfere with or disrupt Employer's or
any of its affiliates' relationship with other
employees; or (C) solicit, entice, take away or
employ any person employed by Employer or any
affiliate of 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
or regarding Employer or any of its affiliates,
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 or
regarding Employer or any of its affiliates, 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 (h) 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 (h) 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 provisions of this
subparagraph (h), Employer (and its respective
successors and assigns) shall be entitled to (A)
cease making any further payments or providing any
further benefits to Employee and (B) injunctive
relief and 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 constitutes the entire
agreement between the parties respecting the
employment of Employee, there being no
representations, warranties or commitments except as
set forth herein.
(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.
FPIC INSURANCE GROUP, INC.
By
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XXXXX X. XXXXX Xxxxxxx X. Xxxxxxx
President and Chief
Executive Officer
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Witness Attest
