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EXHIBIT 10.9
ALL SECTIONS MARKED WITH TWO ASTERISKS ("**") REFLECT PORTIONS WHICH HAVE BEEN
REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION BY
THE REGISTRANT AS PART OF A REQUEST FOR CONFIDENTIAL TREATMENT.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated February 14, 1997, is made and entered into
among Financial Pacific Insurance Group, Inc. a Delaware corporation
("Financial Pacific"), and Financial Pacific Insurance Company (FPIC), a
California corporation (Financial Pacific, and FPIC are hereinafter referred to
collectively as "Companies") and Xxxxx X. Xxxxxx ("Executive").
RECITALS
A. Executive currently serves as Assistant Vice President and Controller.
Executive's salary is paid by FPIC.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereby agree as follows:
(1) Termination: The Executive's employment hereunder may be terminated by
the Companies or Executive, as applicable, under the following circumstances.
(a) Death: The Executive's employment hereunder shall terminate upon
his death. In the case of Executive's death, the Companies shall pay Executive's
beneficiaries or estate, as appropriate, the unpaid Annual Base Salary to which
he is entitled, through the date of his termination. This subsection shall not
limit the entitlement of the Executive's estate or beneficiaries to any death or
other benefits then available to Executive under any life insurance or other
benefit plan or policy which is maintained by the Companies for Executive's
benefit.
(b) By the Companies: Companies may terminate Executive's employment
hereunder for any reason, (with or without cause) upon 30 days written notice.
In the event that Companies terminate Executive's employment, the Companies
shall pay to Executive the unpaid Annual Base Salary to which he is entitled
through the termination date. In addition, the Companies shall pay Executive
severance benefits as set forth in Section 2.
(c) Resignation: The Executive may resign his employment upon 30 days
written notice to the Companies. Upon Executive's resignation, the Companies
shall promptly pay to Executive (or his designated representative) the unpaid
Annual Base Salary and any other unpaid benefits (vacation, sick, bonus,
pension, business expenses, etc.) to which the Executive is entitled through
Executive's termination date. Executive shall be entitled to no other
compensation.
(d) Mutual Agreement: The Executive's employment may be terminated by
mutual agreement of Executive and the Companies at any time. If Executive is
terminated by mutual agreement, the severance benefits in Section 2 will apply.
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(2) Severance Benefits
(a) Termination: The Executive's employment is terminated
pursuant to Section 1(b) or (d), above the Company shall pay Executive
severance compensation which shall consist of a lump sum payment representing
1/2 of Executive's then current Annual Base Salary and any other unpaid
benefits (vacation, sick, bonus, pension, business expenses, etc.)
(b) Mitigation of Damages: In the event of any termination of
Executive's employment by the Companies or the Executive, Executive shall not
be required to seek other employment to mitigate damages, and any income
earned by Executive from other employment or self-employment shall not be
offset against any obligations of the Companies to the Executive under this
agreement.
(3) Disputes
(a) Any dispute or controversy arising under, out of, in
connection with, or in relation to this Agreement shall, at the election and
upon written demand of any party to this Agreement, be finally determined and
settled by arbitration in Sacramento, California, in accordance with the rules
and procedures of the American Arbitration Association. The judgment as
determined through arbitration may be entered in any court having jurisdiction
thereof.
(b) If any legal action, arbitration, or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any of the
provisions of this Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other costs incurred in
that action or proceeding, in addition to any other relief that may be
granted.
(4) Binding on Successors: This Agreement shall be binding upon and
inure to the benefit of the Companies, Executive, and their perspective
successors, assigns, personal and legal representatives, executors,
administrators, heirs, distributes, devisees, and legatees, as applicable.
(5) Governing Law: This Agreement is being made, executed, and is
intended to be performed in the State of California and shall be governed,
construed, interpreted and enforced in accordance with the substantive laws of
the State of California, without regard to the conflict of laws principles
thereof.
(6) Severability: The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain
in full force and effect.
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(7) Notices: Any notice, request, claim, demand, document and other
communication hereunder to any party shall be effective upon receipt (or refusal
of receipt) and shall be in writing and delivered personally or sent by hard,
telex, telecopy, or certified or registered mail, postage prepaid and addressed
to the following address:
Xxxxx X. Xxxxxx Financial Pacific Insurance Company
** Attn: Xxxxxx X. Xxxxxxx
X.X. Xxx 000000
Xxxxxxxxxx, XX 00000-0000
IN WITNESS WHEREOF, the parties have executed put addresses inherence this
Agreement as of above written.
EXECUTIVE FINANCIAL PACIFIC INSURANCE CO.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
President & Chief Executive Officer
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