UNIVERSAL INSURANCE HOLDINGS, INC.
DIRECTOR SERVICES AGREEMENT
This DIRECTOR SERVICES AGREEMENT is made as of this 12th day of July,
2007 (the "Agreement"), by and between Universal Insurance Holdings, Inc., a
Delaware corporation (the "Company") and Xxxxx Xxxxxxxxx (the "Director").
WHEREAS, the Company wishes to enter into this Agreement with the
Director to provide for the terms and conditions under which the Director shall
continue to serve as a non-executive member of the Board of Directors of the
Company (the "Board"); and
WHEREAS, the Director wishes to continue to serve in such capacity
under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto, intending to be legally bound, agree as follows:
1. POSITION. Subject to the terms and conditions of this Agreement,
the Director shall serve as a non-executive member of the Board; provided,
however, that the Director's continued service on the Board shall be subject to
any necessary approval by the Company's stockholders.
2. DUTIES.
(a) During the Directorship Term (as defined in Section 5 hereof),
the Director shall serve as a member of the Board, and the Director shall make
reasonable business efforts to attend all Board meetings, serve on appropriate
subcommittees and as a director or officer of any subsidiary and/or affiliate as
reasonably requested by the Board, make himself available to the Company at
mutually convenient times and places, attend external meetings and
presentations, as appropriate and convenient, and perform such duties, services
and responsibilities and have the authority commensurate to such position.
(b) The Director will use his best efforts to promote the interests
of the Company. The Company recognizes that (i) the Director may be a full-time
executive employee of another entity and that his responsibilities to any such
entity must have priority and (ii) the Director may sit on the Board of
Directors of other entities. As such, the Director will use reasonable business
efforts to coordinate his respective commitments so as to fulfill his
obligations to the Company and, in any event, will fulfill his legal obligations
as a member of the Board. Other than as set forth above, the Director will not,
without the prior written approval of the Board, engage in any other business
activity which could materially interfere with the performance of his duties,
services and responsibilities hereunder or which is in violation of the
reasonable policies established from time to time by the Company, provided that
the foregoing shall in no way limit his activities on behalf of (i) any current
employer and its affiliates or (ii) any board of directors of other entities on
which he currently sits. Further, the Director shall complete and verify
annually such questionnaires as reasonably may be requested by the Company.
3. MONETARY REMUNERATION.
(a) Fees and Compensation. During the Directorship Term the
Director shall receive the following compensation and benefits in consideration
of the services rendered in Section 2 an annual fee of U.S. $80,000.00.
The Director's status during the term of this Agreement shall be
that of an independent contractor and not, for any purpose, that of an employee
or agent with authority to bind the Company in any respect. All payments and
other consideration made or provided to the Director under Sections 3 and 4
hereof shall be made or provided without withholding or deduction of any kind,
and the Director shall assume sole responsibility for discharging, all tax or
other obligations associated therewith.
(b) Expense Reimbursements. During the Directorship Term, the
Company shall reimburse the Director for all reasonable out-of-pocket expenses
incurred by the Director in attending any in-person meetings, provided that the
Director complies with the generally applicable policies, practices and
procedures of the Company for submission of expense reports, receipts or similar
documentation of such expenses. Any reimbursements for allocated expenses (as
compared to out-of-pocket expenses of the Director) must be approved in advance
by the Company.
4. EQUITY ARRANGEMENTS. Subject to the Board's approval, the Company
may from time to time grant equity awards to the Director including, without
limitation, non-qualified stock options to purchase shares of common stock of
the Company. The terms and conditions of any such awards shall be as specified
in a "Non-Qualified Stock Option Agreement" substantially in the form attached
hereto as Exhibit A or in such other form agreement as approved by the Board.
5. DIRECTORSHIP TERM. The "Directorship Term," as used in this
Agreement, shall mean the period commencing on the date hereof and terminating
on the earliest of the following to occur:
(a) death of the Director ("Death");
(b) termination of the Director's service as a member of the Board
by the mutual agreement of the Company and the Director;
(c) failure of the Company's stockholders to elect the Director in
the Company's annual election of directors to serve on the Board for the next
succeeding year;
(d) resignation by the Director from the Board if after the date
hereof, the Director's employer determines that the Director's continued service
on the Board conflicts with his fiduciary obligations to such employer (a
"Fiduciary Resignation"); and
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(e) resignation by the Director from the Board if the board of
directors or the chief executive officer of the Director's employer requires the
Director to resign and such resignation is not a Fiduciary Resignation.
6. DIRECTOR'S REPRESENTATION AND ACKNOWLEDGMENT. The Director
represents to the Company that his execution and performance of this Agreement
shall not be in violation of any agreement or obligation (whether or not
written) that he may have with or to any person or entity, including without
limitation, any prior employer. The Director hereby acknowledges and agrees that
this Agreement (and any other agreement or obligation referred to herein) shall
be an obligation solely of the Company, and the Director shall have no recourse
whatsoever against any stockholder of the Company or any of their respective
affiliates with regard to this Agreement.
7. DIRECTOR COVENANTS.
(a) Unauthorized Disclosure. The Director agrees and understands
that in the Director's position with the Company, the Director has been and will
be exposed to and receive information relating to the confidential affairs of
the Company, including but not limited to technical information, business and
marketing plans, strategies, customer information, other information concerning
the Company's products, promotions, development, financing, expansion plans,
business policies and practices, and other forms of information considered by
the Company to be confidential and in the nature of trade secrets. The Director
agrees that during the Directorship Term and thereafter, the Director will keep
such information confidential and will not disclose such information, either
directly or indirectly, to any third person or entity without the prior written
consent of the Company; provided, however, that (i) the Director shall have no
such obligation to the extent such information is or becomes publicly known or
generally known in the Company's industry other than as a result of the
Director's breach of his obligations hereunder and (ii) the Director may, after
giving prior notice to the Company to the extent practicable under the
circumstances, disclose such information to the extent required by applicable
laws or governmental regulations or judicial or regulatory process. This
confidentiality covenant has no temporal, geographical or territorial
restriction. Upon termination of the Directorship Term, the Director will
promptly return to the Company all property, keys, notes, memoranda, writings,
lists, files, reports, customer lists, correspondence, tapes, disks, cards,
surveys, maps, logs, machines, technical data or any other tangible product or
document which has been produced by, received by or otherwise submitted to the
Director in the course or otherwise as a result of the Director's position with
the Company during or prior to the Directorship Term, provided that, the Company
shall retain such materials and make them available to the Director if requested
by him in connection with any litigation against the Director under
circumstances in which (i) the Director demonstrates to the reasonable
satisfaction of the Company that the materials are necessary to his defense in
the litigation, and (ii) the confidentiality of the materials is preserved to
the reasonable satisfaction of the Company.
(b) Non-Solicitation. During the Directorship Term and for a period
of one (1) year thereafter, the Director shall not interfere with the Company's
relationship with, or endeavor to entice away from the Company, any person who,
on the date of the termination of the Directorship Term, was an
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employee or customer of the Company or otherwise had a material business
relationship with the Company.
(c) Remedies. The Director agrees that any breach of the terms of
this Section 7 would result in irreparable injury and damage to the Company for
which the Company would have no adequate remedy at law; the Director therefore
also agrees that in the event of said breach or any threat of breach, the
Company shall be entitled to an immediate injunction and restraining order to
prevent such breach and/or threatened breach and/or continued breach by the
Director and/or any and all entities acting for and/or with the Director,
without having to prove damages, in addition to any other remedies to which the
Company may be entitled at law or in equity. The terms of this paragraph shall
not prevent the Company from pursuing any other available remedies for any
breach or threatened breach hereof, including but not limited to the recovery of
damages from the Director. The Director acknowledges that the Company would not
have entered into this Agreement had the Director not agreed to the provisions
of this Section 7.
The provisions of this Section 7 shall survive any termination of
the Directorship Term, and the existence of any claim or cause of action by the
Director against the Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of the
covenants and agreements of this Section 7.
8. INDEMNIFICATION. The Company agrees to indemnify the Director for
his activities as a director of the Company to the fullest extent permitted by
law, and to cover the Director under any directors and officers liability
insurance obtained by the Company.
9. NON-WAIVER OF RIGHTS. The failure to enforce at any time the
provisions of this Agreement or to require at any time performance by the other
party of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement or
any part hereof, or the right of either party to enforce each and every
provision in accordance with its terms. No waiver by either party hereto of any
breach by the other party hereto of any provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions at that time or at any prior or subsequent time.
10. NOTICES. Every notice relating to this Agreement shall be in
writing and shall be given by personal delivery or by registered or certified
mail, postage prepaid, return receipt requested; to:
If to the Company:
Universal Insurance Holdings, Inc.
0000 X. Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
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with a copy to:
Xxxxxxxxxxx & Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP
0000 X Xxxxxx XX
Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000
Attention: Xxxx X. Berkeley, Esq.
If to the Director:
Xxxxx Xxxxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxx, XX 00000
Either of the parties hereto may change their address for purposes
of notice hereunder by giving notice in writing to such other party pursuant to
this Section 10.
11. BINDING EFFECT/ASSIGNMENT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
executors, personal representatives, estates, successors (including, without
limitation, by way of merger) and assigns. Notwithstanding the provisions of the
immediately preceding sentence, neither the Director nor the Company shall
assign all or any portion of this Agreement without the prior written consent of
the other party.
12. ENTIRE AGREEMENT. This Agreement (together with the other
agreements referred to herein) sets forth the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, between them as to such subject matter.
13. SEVERABILITY. If any provision of this Agreement, or any
application thereof to any circumstances, is invalid, in whole or in part, such
provision or application shall to that extent be severable and shall not affect
other provisions or applications of this Agreement.
14. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Delaware, without reference
to the principles of conflict of laws. All actions and proceedings arising out
of or relating to this Agreement shall be heard and determined in any Delaware
state or federal court and the parties hereto hereby consent to the jurisdiction
of such courts in any such action or proceeding; provided, however, that neither
party shall commence any such action or proceeding unless prior thereto the
parties have in good faith attempted to resolve the claim, dispute or cause of
action which is the subject of such action or proceeding through mediation by an
independent third party.
15. LEGAL FEES. The parties hereto agree that the non-prevailing party
in any dispute, claim, action or proceeding between the parties hereto arising
out of or relating to the terms and conditions of this Agreement or any
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provision thereof (a "Dispute"), shall reimburse the prevailing party for
reasonable attorney's fees and expenses incurred by the prevailing party in
connection with such Dispute; provided, however, that the Director shall only be
required to reimburse the Company for its fees and expenses incurred in
connection with a Dispute, if the Director's position in such Dispute was found
by the court, arbitrator or other person or entity presiding over such Dispute
to be frivolous or advanced not in good faith.
16. MODIFICATIONS. Neither this Agreement nor any provision hereof may
be modified, altered, amended or waived except by an instrument in writing duly
signed by the party to be charged.
17. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company has caused this Director Agreement to
be executed by authority of its Board of Directors, and the Director has
hereunto set his hand, on the day and year first above written.
UNIVERSAL INSURANCE HOLDINGS, INC.
/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
DIRECTOR
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
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EXHIBIT A
Form of Non-Qualified Stock Option Agreement
