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Exhibit 10.27
March 10 ,1997
National Insurance Group
000 Xxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxx Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, Chairman and Chief Executive Officer
Dear Xx. Xxxxxxx:
This letter agreement (the "Agreement") confirms my understanding and agreement
that (i) the following terms and conditions were discussed with me prior to
being offered employment, and (ii) I agreed to them at that time and I accept
them as terms and conditions of my employment as an employee of National
Insurance Group, or any of its subsidiaries which currently exist or may exist
in the future. The current subsidiaries of the Company are Fastrac Systems,
Inc., Fastrac Systems Inc. Insurance Agent & Broker, Pinnacle Data Corporation;
and Great Pacific Insurance Company. Any references in this Agreement to the
Company shall mean National Insurance Group and its subsidiaries collectively.
I understand and agree that this Agreement supersedes any prior understanding,
agreement, discussions or negotiations and that any such prior understanding,
agreement, discussion or negotiation does not constitute an agreement between
the Company and me and is void as being any such agreement.
My employment by the Company shall be as an employee of the Company
("Employment") and is subject to the terms and conditions set forth in this
Agreement, together with all written rules, policies and procedures of the
Company that may be in effect from time to time during my employment ("Policies
and Procedures").
1. Compensation.
1.1 Salary Compensation. My bi-weekly salary shall be $5,769.23 ("Salary
Compensation"), which shall be paid to me in accordance with payroll practices
and procedures of the Company,
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less any applicable withholdings, taxes as required by law and any deductions
authorized by me. My Salary Compensation shall accrue from the first day of my
Employment, which shall be March 10, 1997. My Salary Compensation may be
adjusted, to be increased or decreased on or after the first anniversary of my
Employment if I am an employee of the Company at such time.
1.2 Eligibility to Participate in Bonus Plans for Senior Management. In
addition to my Salary Compensation, I understand that I shall be eligible to
participate in and may receive awards made by the Company under a bonus plan for
senior management of the Company as the same may be adopted by the Company. I
further understand that any such participation in any such plan shall commence
with calender year 1997. I understand that there is no guarantee or assurance
that I will be granted any award under any such bonus plan or that any award
granted to me would be equal to those granted to other employees of the Company,
including but not limited to, officers who hold the same or similar titles or
offices or who perform the same or similar duties as me.
1.3 Reimbursement for Reasonable Business Expenses. I further understand
that the Company will reimburse me for any reasonable business related expenses
incurred by me for travel, entertainment or other business expenses in
accordance with the Policies and Procedures of the Company. All requests for
reimbursements or any advances by the Company for expenses shall be on such
forms as the Company may require with documentation or substantiation of any
such expenses. All requests for reimbursement of expenses or advances shall be
approved by one of the following officers of the Company (i) the Chairman of the
Board and Chief Executive Officer, (ii) the President; or (iii) any Executive
Vice President as may be designated by the Chairman or the President. I
understand that I may be issued one or more credit cards issued to me on the
account of the Company. I agree that I will use any such charge only for
business purposes or, in the event that I use any such credit cards for personal
purposes, I will identify any such expense as personal in nature and pay to the
Company the amount of any such charges at the time the account is rendered to
the Company for payment by the credit card entity. The Company may revoke,
modify or suspend its issuance of credit cards to its employees, including me.
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1.4 Recommendation for Stock Option Grant. I understand that a
recommendation will be made to the Board of Directors of the Company that I be
granted a stock option award under the Company's 1986 Stock Option Plan, as
amended, to purchase 25,000 shares of the Company's stock, at a price equal to
the fair market value per share on the date of such grant and subject to the
terms and conditions generally imposed by the Company or its Board of Directors
with respects to grants made under such plan.
2. Position and Title. My position shall be an Executive Vice President,
Treasurer and Chief Financial Officer of the Company and I understand that I
will be elected as an officer of the Company and may be elected as an officer of
one of more of the subsidiaries of the Company. I shall have such duties as may
be assigned to me by the Chairman of the Board and Chief Executive Officer or
the President of the Company at any time or from time to time. I shall report to
the Chairman of the Board and Chief Executive Officer or to the President of the
Company if the Chairman so designates.
3. Work Hours; Exempt Employee Status. I agree that I will work at least forty
hours per week, during the normal business hours of the Company, prevailing
local time, however. I understand that I will not receive any additional
compensation for any hours that I work in excess of eight hours per day and
forty hours per week. As an executive officer of the Company with my duties as
Chief Financial Officer, I understand and agree that my duties may require my
services in excess of the services performed by other employees of the Company.
I agree that I will devote my full time and attention to the performance of my
duties during business hours. I further agree that I will not engage in any
civic or other activities that would materially interfere with the performance
of my duties under this Agreement or as an employee of the Company. I will not
engage in any other business or commercial activity.
4. At Will Employment. I understand and agree that my Employment will be
"at-will". This means that the Company has the right to and can terminate my
Employment at any time, with or without cause, and without notice, and I can
terminate my Employment at any time, with or without cause, and without notice.
There is no promise that my Employment will continue for a specific period of
time,
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duration or term and there is no promise that my employment will be terminated
only under particular circumstances. NO POSITION WITHIN THE COMPANY IS
CONSIDERED PERMANENT. This Section 4 constitutes the entire agreement between me
and the Company regarding the term of my Employment.
5. Vacations. The following is the vacation policy of the Company applicable to
me.
a. My paid vacation time ("Vacation Time") will accrue on the following
basis: (i) .0625 of a vacation day for each full working day worked at the
Company during each Working Year until such Vacation Time is modified by the
Company. A "Working Year" begins on the first day of my Employment and ends 365
continuous days thereafter.
b. If I do not take any Vacation Time within 180 days from the end of each
Working Year of my Employment, the Company will require that I take my accrued
Vacation Time and will assign me Vacation Time that must be used by me. I am
required to take Vacation Time within the 180 day period described in Section
5.b because a stacking of accrued Vacation Time beyond one Working Year into an
extended vacation may be a hardship on the Company.
c. I will give advance written notice of the dates my Vacation Time is to
begin and end by completing the Company's Vacation Request Form then in effect
("Vacation Request") and submitting it to my supervisor, no less than 60 days
before my proposed Vacation Time will begin. I will be given a written receipt
for the Vacation Request and my supervisor will review my Vacation Request with
the Company's payroll supervisor. If my supervisor and the payroll supervisor
are unable to agree mutually to approve the Vacation Request, my Vacation
Request shall be forwarded to the Chief Executive Officer or President of the
Company for review (my supervisor, the payroll supervisor, and/or the Chief
Executive Officer or President shall be referred to herein as the "Designated
Persons"). The Designated Persons can, in their discretion, turn down my request
for the proposed dates of Vacation Time in my Vacation Request, but the
Designated Persons must provide me with alternative dates which I must use
instead.
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The Designated Persons will provide me with a written acceptance or rejection of
the Vacation Request no more than 30 days after I present it to my supervisor.
6. Health/Life/Welfare Plans.
a. I will be eligible for coverage under the Company's health/life/welfare
plans ("plans"), as may be amended from time-to-time, on the thirty-first
consecutive day of my Employment. Even though I will be eligible for the plans
on the thirty-first consecutive day of my Employment, the actual date coverage
would go into effect on the plans, as respects me or my dependents eligible for
coverage, is at the sole discretion of the plans' provider(s) (i.e., the
insurance company or plans' trust).
b. Once I am covered by the plans I will be covered until the
earlier of the following:
i. The date my Employment ceases, subject to Federal and State laws
and regulations regarding the termination date of such coverage, or
ii. Coverage for me or the Companies under the plans is terminated
by the insurance company or other organization providing these benefits, or
iii. The insurance company or other organization providing these
benefits refuses to cover me under any of the plans.
6.3 The Company will reimburse me for the cost of premiums for continuation of
benefits for health insurance coverage for me under a health insurance policy
issued under which I am currently insured for a period of two months commencing
for the month of March, 1997. I will not receive any reimbursement for the costs
of premiums for continuation of benefits for health insurance coverage for my
dependents
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7. Sick Time.
a. If I do not work because of illness, sickness, disease, accident or
disability, at option of the Company, the Company, in its sole discretion, may
require me to bring a written notice from my physician, addressed to the
Company, on the day I return to work (i) indicating the reason I was unable to
work on the days that I missed work and stating "I have determined that (my
name) was too ill, sick, diseased, injured or disabled to report to work and
perform his duties from (insert date) to (insert date)", and (ii) stating that I
am now able to resume the duties I performed and work the number of hours I was
employed to work prior to such absence. I consent to the disclosure by my
physician to the Company of such medical information as the Company may be
legally entitled to obtain regarding my ability to perform my job.
b. If sick time pay ("Sick Time") is provided by the Company, it is only
payable to me for the times when I am too ill, sick, diseased, injured or
disabled to do the work which I was then employed by the Company to do.
c. Currently, the Company provides me with six (6) Sick Time days during
my Working Year. The Sick Time accrues at one-half day per each two consecutive
pay periods. At the end of any Working Year, all accrued unused Sick Time is
transferred to the next concurrent Working Year. No more than six (6) Sick Time
days may be used in any Working Year. If unused Sick Time days are carried over
from one Working Year to the next concurrent Working Year, then the amount of
Sick Time days I can accrue in that next concurrent Working Year shall be
limited to the difference between the unused Sick Time days carried forward to
the next concurrent Working Year and six (6) days.
d. The Company reserve the right to eliminate Sick Time upon 30 days'
notice to its employees.
d. Normal visits to my doctor or dentist, which are not due to illness,
sickness, disease, accident or disability of a nature which prevented me from
performing the work which I was then
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employed by the Company to do, shall not be considered Sick Time and I shall
prearrange such visit with my supervisor.
8. Unpaid Absences. Any absence from work for any reason that is not expressly
compensated pursuant to this Agreement will result in a deduction from my salary
compensation, for the appropriate pay period, of an amount equal to the salary
compensation I would have been paid for the time of such absence and, in the
Company's discretion, I may not be allowed to make up time in this regard.
Nothing herein shall operate to authorize an unpaid absence.
9. Cellular Telephone, Travel Expectations.
9.1 Cellular Telephone Expenses. I shall be reimbursed for cellular
telephone expenses related to the business of the Company.
9.2 Travel Required in Connection with Duties. I understand that my duties
as an employee shall require that I travel during the term of my employment with
the Company. The areas in which I may travel and the frequency of my travel to
perform my duties as an employee may be changed from time to time in the sole
discretion of the Company.
10. Proprietary Information. I agree to be bound by the terms of the Proprietary
Information Agreement and exhibits thereto, which are attached as Exhibit "A"
and incorporated by this reference ("Proprietary Agreement"), and, by the rules
of confidentiality promulgated by the Company from time to time and applicable
to employees of the Company.
11. Outside Activities. Unless I receive official notification to the contrary
in writing from either the Chairman of the Board and Chief Executive Officer of
the Board or President of the Company ("Official Notice"), the Company does not
now nor will it in the future sponsor any kind of event or activity for
employees or others, including, without limitation any athletic events. Any
participation in an activity by any officer, manager or director of the Company
does not in any way signify or imply a change to the foregoing. I assume
personal risk for any injury or loss associated with any activity or event,
whether I, or my dependents
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are participants or spectators, unless I have received Official Notice that such
activity or event is sponsored by the Company, in which case the activity or
event shall be subject to the terms and conditions of that Official Notice.
12. No Promises or Representations With Respect to Career, Advancement, Stock
Ownership and other Employment Issues.
a. No promises of a career opportunity at the Company have been made to
me.
b. No promises of future increases in Salary Compensation, or other
compensation payable by the Company have been made to me.
c. No promises of being able to obtain ownership in the Company have been
made to me.
d. No promises of sharing the profits of the Company have been made to me.
e. No promises of advancement in the Company have been made to me.
f. No promises of a review of my work and/or performance at the Company
have been made to me, but the Company reserve the right to do so at any time.
13. Constitutional Rights and Offensive Conduct. The Company has advised me
that it does not condone or approve any matter or thing, written or oral:
a. that denigrates any person, creed, color, sex, race, religion, national
origin, personal persuasion, derivation or political belief;
b. or anything else that, to the reasonable employer or employee, would be
considered offensive.
14. Consequences of Breach by Employee. Any breach by me of the terms and/or
conditions of employment set forth in this Agreement
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or the Policies and Procedures, may result in discipline up to and including
termination of my Employment. Timely performance of my duties of Employment is
very important to the Company.
15. References. If and when the Company is asked for references of any kind on
prior or current employees, including me, the Company may withhold any
references for any reason.
16. Conditions of Offer. This Agreement and the terms and conditions described
in it are subject to (i) my first completing, signing and submitting an
Application for Employment to the Company, and (ii) the receipt of the
following, which the Company may then deem acceptable: my references and
background information received from any present or past employer or supervisor,
educational institution, law enforcement agency, state and/or federal
administrator, credit bureau, collection agency, military branch, the National
Personnel Records Center and/or for the purpose of obtaining my motor vehicle
history, credit history and/or criminal history. I hereby release any person
and/or entity from any and all liability relating to their furnishing any such
information to the Company; provided, that such information relating to me is
factually correct.
17. Modifications to this Agreement.
a. No promises or changes in my Employment status or concerning any of the
terms and conditions of this Agreement or any other matter affecting or relating
to my relationship with the Company have been be made to me and I agree that no
such promises, or changes are valid unless they are made to me in writing and
signed by the Chairman of the Board and Chief Executive Officer or President of
the Company, or the person designated in writing by either of them to make such
promises or changes.
b. This Agreement and the terms and conditions described in it cannot be
changed orally or by any conduct of either me or the Company or any course of
dealings between me or another and the Company. Oral agreements are not binding
on the Company. This Agreement is a fully-integrated agreement that stands on
its own and requires no other document to interpret its meaning, and is binding
by itself and covers all the issues raised within it.
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18. Worker's Compensation Insurance. I have been informed that the Company
carries Workers' Compensation Insurance, as required by law.
19. Miscellaneous. If my Employment changes from the Company to any subsidiary
of the Company, then all of the above terms and conditions remain in force with
respect to my Employment by the entity for whom I previously worked and by the
entity for whom I am then working. If any term or condition, or any part of a
term or condition, of this Agreement or the Policies and Procedures shall prove
to be invalid, void or illegal, it shall in no way affect, impair or invalidate
any of the other terms or conditions of this Agreement or the Policies and
Procedures, which shall remain in full force and effect. The captions to this
Agreement are for purposes of reference only and will be ignored in interpreting
or construing the meaning of this Agreement. Any waiver by the Company of any
breach by me of any term or condition of this Agreement or the Policies and
Procedures shall not be construed as a waiver of any subsequent breach by me of
this Agreement or the Policies and Procedures. I acknowledge that I have
received a copy of this Agreement.
20. Arbitration. Any dispute between me and the Company relating to this
Agreement, the Policies and Procedures or my Employment shall be resolved by
binding arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, except as otherwise mandated by law or
governmental regulation. Any such arbitration shall occur in San Francisco,
California. The fees and expenses of the arbitrator for any arbitration under
this Agreement shall be paid by the Company.
21. Governing Law. This Agreement shall be governed by the laws of the State of
California.
22. Severability. If any provision of this Agreement is held to be illegal,
invalid, or unenforceable, such provision shall be full, severable, and this
Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision were never a part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be
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affected by the illegal, invalid, or unenforceable provision or by its
severance. In lieu of any such provision that is illegal, invalid or
unenforceable, there shall be added automatically as part of this Agreement, a
provision as similar in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
23. Headings. The headings for the various sections and provisions of this
Agreement are solely for the purpose of ease of reference for the parties and
will not be considered in any manner as affecting the construction or
interpretation of this Agreement.
I have read the foregoing provisions of this Agreement, consisting of this and
the preceding nine pages and I fully understand and agree to the terms and
conditions of this Agreement as a condition to my employment by the Company.
/s/ Xxxx Xxxxxxxx Dated: March 10,1997
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Xxxxxxx X. Xxxxxxxx
ACCEPTED and AGREED
NATIONAL INSURANCE GROUP
By: /s/ Xxxx X. Xxxxxxx Dated: March 10, 1997
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Xxxx X. Xxxxxxx
Chairman and Chief Executive Officer
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