EXHIBIT 10.1
EXECUTION COPY
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and
among Xxxxxx Holdings Company, Inc., a Delaware corporation ("Xxxxxx") and its
affiliate, FLF, Inc. d/b/a Diversified Risk Insurance Brokers, a California
corporation (the "Company") and Xxxxxxx X. Xxxxx ("Executive"), effective as of
the 22nd day of November, 2004.
WITNESSETH:
WHEREAS, each of Xxxxxx and the Company desire to assure themselves
that the Company shall have the services of Executive for the period provided in
this Agreement, and Executive is willing to serve in the employ of the Company
on a full-time basis for such period, all in accordance with the terms and
conditions contained in this Agreement;
WHEREAS, a condition of Xxxxxx and the Company entering into this
Agreement is Executive's execution and delivery of the Shareholder Covenant
Agreement (the "Covenant Agreement") dated as of the date hereof by and among
the Company, Xxxxxx and the shareholders signatory thereto;
WHEREAS, pursuant to the execution of the Covenant Agreement by
Executive, Executive is bound by the covenants set forth in Section 1 of the
Covenant Agreement; and
WHEREAS, the execution and delivery of this Agreement by Xxxxxx, the
Company and Executive are conditions to the consummation of the transactions set
forth in the Merger Agreement (the "Merger Agreement") dated as of November 22,
2004 by and among the Company, Xxxxxx, Xxxxxx Acquisition Company, a Delaware
corporation and the shareholders named therein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Xxxxxx, the Company and Executive hereby agree as follows:
1. Employment. The Company hereby employs Executive, and Executive hereby
accepts such employment with the Company for the period provided for in Section
2, all upon the terms and conditions contained in this Agreement. As a condition
to Executive's employment by the Company, Executive affirms and represents that
Executive is under no obligation to any former employer or other person which is
in any way inconsistent with, or which imposes any restriction upon, Executive's
acceptance of employment with the Company, the employment of Executive by the
Company, or Executive's undertaking under this Agreement.
2. Term of Employment. Unless sooner terminated pursuant to Section 17, the
initial term of Executive's employment under this Agreement shall be for a
five-year period commencing on the effective date hereof and continuing to
September 30, 2009 (the "Initial Term"). From and after September 30, 2009, on
each anniversary of the date of end of the Initial Term, the term of
employment (the "Employment Term") shall automatically extend for a successive
one-year term unless the Company elects not to extend the Employment Term by
sending at least 90 days' prior written notice (a "Notice of Nonextension")
thereof to Executive. A termination pursuant to a Notice of Nonextension shall
not be considered a termination for "Cause."
3. Duties.
(a) General. During the Employment Term, Executive shall render general
insurance agency and/or brokerage, administrative and managerial services to the
Company, shall be based at Company's office in Emeryville, California and shall
perform such other reasonable employment duties as the Company's Board of
Directors (the "Company Board") or such executive as designated by the Company
Board may, from time to time, prescribe. During the Employment Term, Executive
shall also serve, if elected, as an officer or director of the Company.
Executive shall devote substantially all of his business time, attention, skill
and energy to the business of the Company, shall use his best efforts to promote
the success of the Company's business, and shall cooperate fully with the
Company Board in the advancement of the best interests of the Company. Except as
may otherwise be approved in advance by the Company Board with respect to
memberships on the boards of directors of, and other offices or positions in,
companies or organizations which, in their judgment, will not present any
conflict of interest with Xxxxxx and the Company or any of their affiliates or
materially affect the performance of Executive's duties and except during
vacation periods and reasonable periods of absence due to sickness, personal
injury or other disability, Executive shall devote his full time throughout the
Employment Term to the services required of Executive; provided, that Executive
may continue to serve on the board of directors or managing body of AssureSite
Technologies, LLC and/or Ironsides, Inc. so long as these entities (i) continue
in their respective lines of current business, (ii) do not compete with the
Company or any of its affiliates and (iii) do not require a substantially
greater amount of Executive's time and attention than such entities currently
require. Executive shall render his services exclusively to Xxxxxx and the
Company and their affiliates during the Employment Term in a manner consistent
with the duties of Executive's position.
(b) Additional Assurances. During the entire Initial Term, the parties
expressly agree that Executive shall have duties and responsibilities which are
consistent with those of an executive employee of the Company. Thereafter, the
parties expressly agree that Executive's job title and job duties may be changed
by the Company Board, but Executive shall still be considered a high ranking
executive of the Company and Executive shall still have duties and
responsibilities which are consistent with that of a high ranking executive
employee and Executive's other rights under this Agreement (e.g., compensation,
benefits and expenses, severance payments, etc.) shall remain in full force and
effect.
4. Salary. As compensation for the services to be performed by Executive
during the Employment Term, the Company shall pay to Executive the compensation
as set forth on Exhibit A (the "Compensation"). The Compensation, including any
upward or downward adjustments or increments thereto and the production-based
commission compensation, shall hereinafter be collectively referred to as the
"Salary." The payment of any Salary hereunder shall be subject to applicable
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withholding and payroll taxes, and such other deductions as may be required
under the Company's employee benefit plans. Any Salary payable shall be paid
in installments in accordance with the Company's salary administration
practices as they may from time to time exist and subject to withholdings and
payroll deductions.
5. Benefits. In addition to the Salary required by Section 4 to be paid to
Executive during the Employment Term, Executive shall:
(a) be eligible to participate in all employee fringe benefits, stock
option, bonus and incentive compensation programs or plans and any pension
and/or profit sharing plans that may be provided by the Company for its key
executive employees in accordance with the provisions of any such programs or
plans;
(b) participate in any life or other similar insurance plans, medical and
health plans or other employee welfare benefit plans that may be provided by the
Company for its key executive employees in accordance with the provisions of any
such plans;
(c) be entitled to annual paid vacation in accordance with the Company's
policy (taking into account all of his years of service with the Company, to the
extent that the years of service are relevant in connection with such policy)
that may be applicable to key executive employees; and
(d) be entitled to sick leave and sick pay in accordance with any Company
policy that may be applicable to key executive employees.
With reference to the above benefits, Xxxxxx and the Company expressly
reserves the right to alter, modify, amend or terminate any such programs or
plans at any time and for any reason during the Employment Term; provided,
however, the Company shall provide Executive with at least the same level of
benefits as those provided to other key executive employees of the Company.
6. Expenses; Indemnification. The Company shall, upon submission of expense
reports acceptable to the Company, reimburse Executive in accordance with
existing Company policy for all reasonable and necessary business expenses
incurred by him in connection with the performance of Executive's duties
pursuant to Section 3 of this Agreement. In addition, the Company shall defend,
indemnify and hold Executive harmless from all costs, expenses, legal fees,
damages and any other liability incurred by Executive as a result of performing
services in the scope of his employment with or as an officer, director or agent
for the benefit of the Company, pursuant to applicable California statutes and
the Company's articles of incorporation and/or bylaws but in any event excluding
fraud and willful misconduct. The Company shall pay the expenses (including the
attorneys' fees and disbursements) of the Employee incurred in good faith in
connection with this Section 6 upon receipt of an undertaking by or on behalf of
the Employee to repay the amount if it is ultimately determined by a court that
the Employee is not entitled to be indemnified pursuant to this Section 6. The
financial ability the Employee to repay an advance shall not be a prerequisite
to the making of the advance.
7. Automobile Allowance. Executive shall, in any case, receive from the
Company an automobile allowance of One Thousand ($1,000) Dollars per month. The
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automobile allowance shall be adjusted on each anniversary of the commencement
of this Agreement to prospectively reflect increases in the annual Consumer
Price Index for All Urban Consumers (CPI-U) using the latest available published
index figure on the date of this Agreement as the base index figure.
8. Death of Executive. In the event Executive's employment is terminated
pursuant to Section 17(a), Executive's spouse or, if Executive is not married at
the time of his death, the estate of Executive shall be entitled to receive
Executive's Salary, commissions and benefits earned in accordance with the
Company's standard compensation policies through the date of death, in addition
to all other applicable reimbursable expenses and vested insurance benefits.
9. Disability of Executive. In the event Executive's employment is
terminated as a result of Disability, as defined in Section 17 of this
Agreement, Executive shall be entitled to receive his Salary, commissions and
benefits earned in accordance with the Company's standard compensation policies
through the date of termination, in addition to all other applicable
reimbursable expenses and vested insurance benefits.
10. Termination of Executive Other Than for Cause: Post-Termination
Payment. In the event Executive's employment is terminated by the Company other
than for Cause or as set forth in Section 2 pursuant to a Notice of
Nonextension, Executive shall be entitled to receive Executive's Salary,
commissions and benefits earned in accordance with the Company's standard
compensation policies through the date of termination, in addition to all other
applicable reimbursable expenses and vested insurance benefits. In addition, the
Company shall pay to Executive the greater of (i) Executive's Salary for the
eighteen (18) months immediately following such termination and (ii) Executive's
Salary for the number of months remaining in the Initial Term, determined by
taking the arithmetic average of Executive's monthly Salary for the prior twenty
four (24) months. These payments will be paid in accordance with the Company's
normal payroll process or in one lump sum, at the option of the Company, within
30 days following the termination of Executive's employment.
11. Special Bonus. If Executive remains in the employ of the Company
through September 30, 2009, the Company shall pay Executive a Special Bonus (as
defined below) in cash, less applicable federal, state and local withholding
taxes, on October 30, 2010. As used in this Agreement, "Special Bonus" shall
mean $400,000; provided, that if Executive's commission and fee revenue for the
twelve (12) months ending September 30, 2010 (including commission and fee
revenue from new business written or placed by or through Executive ("New
Business")) is less than 90% of Executive's commission and fee revenue for the
twelve (12) months ending September 30, 2009 there shall be a proportionate
reduction in the Special Bonus using 90 as the denominator (e.g. if 60% of
Executive's commission and fee revenue as determined September 30, 2009 is
booked by the Company as of September 30, 2010, then 60/90 or two-thirds of the
$400,000 Special Bonus ($266,667) shall be paid to Executive).
The Special Bonus shall vest 100% in Executive (or his personal
representative) on the date that Executive's employment with the Company
terminates prior to September 30, 2009 as a result of death, disability or
termination by the Company without Cause and be payable by the Company within
thirty (30) days following death, disability or termination by the Company
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without Cause; provided, that such payment is subject to acceleration pursuant
to Section 20.
12. Employment Relationship. Executive acknowledges that:
(a) Executive's employment by the Company creates a relationship of
confidence and trust between Executive and the Company with respect to certain
information applicable to the clients and customers of the Company or its
affiliates which may be made known to Executive during the period of his
employment.
(b) The Company has a proprietary interest in documents and information
applicable to its business or to the business of its clients and customers which
may be made known to Executive or developed by Executive during the period of
Executive's employment (hereinafter "Confidential Information").
(c) "Confidential Information" means information that is not generally
known to the public and that is used, developed or obtained by the Company in
connection with its business, including but not limited to information not made
available to the public about the Company's products and services, sales, fees,
costs, pricing and pricing structures, financial information marketing, ideas,
developments, research records, analyses, technical data (including flowcharts
manuals and documentation), data bases, information on computer disks or
computer print-outs, computer programs and computer software (including
operating systems, applications and program listings), processes, copyrightable
works, plans for product or service improvement and development, business and
strategic plans, lists of customers or clients, financial information,
forecasts, customer records and any other information which derive independent
economic value, actual or potential, from not being generally known by other
persons who can obtain economic value from its disclosure or use.
(d) In the event that Executive, either prior to the date here of or as
part of his future activities on behalf of the Company generates, authors or
contributes to any invention, design, new development, device, product, method
or process (whether or not patentable or reduced to practice or comprising
Confidential Information), any copyrightable work (whether or not comprising
Confidential Information) or any other form of Confidential Information relating
directly or indirectly to the Company's business as now or hereinafter conducted
(collectively, "Intellectual Property"), Executive acknowledges that such
Intellectual Property is the exclusive property of the Company and hereby
assigns all right, title and interest in and to such Intellectual Property to
the Company; provided, for the avoidance of doubt, any of the foregoing relating
directly or indirectly to AsssureSite Technologies, LLC's business shall be
excluded from the definition of Intellectual Property. Any copyrightable work
prepared in whole or in part by Executive will be deemed "a work made for hire"
under Section 201(b) of the 1976 Copyright Act, and the Company shall own all of
the rights comprised in the copyright therein. Executive shall promptly and
fully disclose all Intellectual Property to the Company and shall cooperate with
the Company to protect the Company's interests in and rights to such
Intellectual Property (including, without limitation, providing reasonable
assistance in securing patent protection and copyright registrations and
executing all documents as reasonably requested by the Company, whether such
requests occur prior to or after termination of Executive's employment with the
Company).
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13. Company Documents and Property. Executive acknowledges that the
Company's Confidential Information and Trade Secrets have commercial value to
the Company and such information is the property of the Company.
14. Non-Disclosure of Trade Secret Information. Executive hereby
understands and agrees that he will, at all times, conform his conduct to the
requirements of the California Uniform Trade Secrets Act. Executive will not
misappropriate (e.g., use or disclose to any third party) any trade secret of
the Company. Executive recognizes that the penalties for a trade secret
violation include disgorgement of profits, payment of royalties, compensatory
damages, punitive damages and attorneys' fees. Executive understands that he may
ask the Company to render an opinion as to whether the Company considers certain
knowledge to be a trade secret, if such a question should arise. Executive
understands that, upon termination of employment with the Company for any
reason, Executive will continue to be prohibited at any time thereafter from
misappropriating any trade secret of the Company.
15. Return of Property. Upon termination of Executive's employment for any
reason, or at any other time the Company requests in writing, Executive shall
immediately deliver to the Company all memoranda, notes, plans, records,
reports, other documents (and copies thereof) and other property in Executive's
possession or control relating to the business of the Company or any of its
affiliates.
16. Company Bankruptcy. Notwithstanding anything herein to the contrary, in
the event that a petition for adjudication of either Xxxxxx or the Company (or
any successor or assignee of either entity), as a voluntary or involuntary
debtor shall be filed under the laws relating to bankruptcy and said petition is
not dismissed within thirty (30) days of filing, then the restrictions and
covenants of Sections 12 and 14 shall immediately be null and void.
17. Termination. Executive's employment shall be terminated upon the
occurrence of any of the following:
(a) the death of Executive;
(b) Executive's disability (as such term is defined pursuant to the
provisions of the Company's long-term executive disability plan, as in effect
from time to time) ("Disability");
(c) the termination of Executive's employment by Executive at any time by
either resignation or retirement; provided, that Executive submits 90 days'
prior written notice of such termination to the Company Board;
(d) the termination of Executive's employment by the Company at any time
"for Cause," such termination to take effect immediately upon written notice by
the Company to Executive, after first giving Executive an opportunity to cure as
set forth in this Agreement. For purposes of this Agreement, the term "for
Cause" or "Cause" shall mean: (i) the conviction or plea of no contest of
Executive with respect to any non-traffic related offense that is a felony or a
crime that involves misrepresentation; (ii) fraud with respect to Xxxxxx,
Xxxxxx'x subsidiaries, the Company, the customers and suppliers of the Company
or Xxxxxx (including, without limitation, the intentional misappropriation or
attempted intentional misappropriation); (iii) an act of Executive which
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materially breaches his obligations to Xxxxxx or the Company under this
Agreement or the Covenant Agreement; (iv) the existence of any court order or
settlement agreement prohibiting Executive's continued employment with the
Company; or the revocation of Executive's insurance agent or brokerage license
by Executive's state of residence and such revocation becomes final and (v)
Executive's gross and continued (1) inattention to, (2) neglect of or (3)
failure to materially perform (other than any such failure resulting from
incapacity due to mental or physical illness) the duties to be performed by him
under this Agreement as reasonably directed by the Company Board; provided, that
with respect to item (v), Executive has received sixty (60) days prior written
notice from the Company Board requesting a cure of such failure and Executive
fails to cure such failure within a sixty (60) day period. If this definition is
not met, any termination by the Company (regardless of the stated reason) shall
be treated, for purposes of this Agreement, as a termination by the Company
without Cause; or
(e) subject to the terms and provisions of Sections 10 and 11, the
termination of Executive's employment by the Company other than for Cause, such
termination to take effect upon 90 days' prior written notice by the Company to
Executive.
18. Nonalienation. Except as may otherwise be required by law, no right to
receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge,
hypothecation or to execution, attachment, levy or similar process or assignment
by operation of law, and any attempt, voluntary or involuntary, to effect any
such action shall be null, void and of no effect.
19. Assignment. Executive may not assign this Agreement or any of his
rights or obligations hereunder. The Companies, in their sole discretion, may
assign their respective rights and duties under this Agreement; provided, that
Xxxxxx'x and the Company's obligations are expressly assumed in writing by an
assignee of financial wealth comparable to that of the assigning entity or
entities. This Agreement shall be binding upon and inure to the benefit of (a)
Xxxxxx and the Company and their respective successors and assigns and any
purchaser of either or both of Xxxxxx and the Company or substantially all of
the assets of either or both of Xxxxxx and the Company and (b) Executive, and
his designees and his estate.
20. Change in Control. Notwithstanding anything to the contrary expressed
or implied herein, Executive shall vest 100% in and be paid the Special Bonus
set forth in Section 11 within 30 days of a Change in Control of Xxxxxx.
Executive shall also be entitled to the post-termination payments set forth in
Section 10, if, following a Change in Control of Xxxxxx, (i) Executive is
assigned to any duties, responsibilities or geographic location substantially
inconsistent with his position, duties, responsibilities or geographic location
with the Company immediately prior to such Change in Control, or his duties or
responsibilities are substantially reduced as compared with such duties and
responsibilities immediately prior to such Change in Control; (ii) Executive's
Salary is materially reduced as compared to his Salary immediately prior to such
Change in Control of Xxxxxx; or (iii) the Company fails to obtain the assumption
of its obligations to perform this Agreement by any financially comparable
successor; provided, that Executive is not terminated for Cause. For purposes of
this Agreement, a "Change in Control" of Xxxxxx shall be deemed to have occurred
if a majority of the members of the Xxxxxx'x Board of Directors (the "Xxxxxx
Board") are not Continuing Directors. For purposes of this Agreement "Continuing
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Directors" means (a) any member of the Xxxxxx Board who was a member of the
Xxxxxx Board on the Closing Date (as defined in the Merger Agreement), and (b)
any individual who becomes a member of the Xxxxxx Board after the Closing Date,
if such individual was appointed or nominated for election to the Xxxxxx Board
by a majority of the individuals who qualify as Continuing Directors on the date
of such election.
21. Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient or when sent by facsimile followed by delivery by reputable overnight
courier service, or one day after being sent to the recipient by reputable
overnight courier service (charges prepaid). Such notices, demands and other
communications shall be sent to Xxxxxx, the Company and Executive at the
addresses indicated below. All notices, demands and other communications
hereunder may be given by any other means (including telecopy or electronic
mail), but shall not be deemed to have been duly given unless and until it is
actually received by the intended recipient:
If to Xxxxxx: Xxxxxxx Xxxxx, III, Co-Chairman, Co-CEO and CFO and
R. Xxxxxxx Xxxxxxx, President Xxxxxx Holding Company,
Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx,
XX 00000 Facsimile: (000) 000-0000
With a copy to: Xxxx Xxxx, Esq.
Xxxxxxxx & Xxxxx, LLP
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000?0000
Facsimile: (000) 000-0000
If to the Company: Xxxxxxx X. Xxxxxx
Diversified Risk Insurance Brokers
0000 Xxxxxxxx Xxx.
Xxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
If to Executive: Xxxxxxx X. Xxxxx
[redacted]
With a copy to: Xxxxx X. Xxxxxx, Esquire
Xxxx XxXxxxxxxx Xxxxxxx & Xxxxxxx, P.C.
000 Xxxx 00xx Xxxxxx
Xxxx, XX 00000-0000
Facsimile: (000) 000-0000
Any party may change the address to which notices are to be sent to it by
giving ten (10) days' written notice of such change of address to the other
party in the manner hereinafter provided for giving notice. Notices will be
considered delivered on the date of personal delivery or on the date of deposit
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in the United States mail in the manner above provided for giving notice by
mail.
22. Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of California without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of California or any other jurisdiction).
23. Severability. If any provision of this Agreement shall be determined to
be invalid, illegal or unenforceable in whole or in part, neither the validity
of the remaining part of such provision nor the validity of any other provision
of this Agreement shall in any way be affected.
24. Waiver. Failure to insist upon strict compliance with any of the terms,
covenants or conditions of this Agreement shall not be deemed a waiver of such
term, covenant or condition, nor shall any waiver or relinquishment of any right
or power under this Agreement at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
25. Entire Agreement; Modifications: and Conditions. This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior agreements, oral and written, between
Xxxxxx, the Company and Executive with respect to Executive's employment. This
Agreement may be modified or amended only by an instrument in writing signed by
all of Xxxxxx, the Company and Executive.
26. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
27. Headings. The various headings of this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this
Agreement or any of its provisions.
28. Remedies. The parties acknowledge that a remedy at law for any breach
or threatened breach of the provisions of this Agreement would be inadequate and
therefore agree that the other party shall be entitled to injunctive relief,
both preliminary and permanent, in addition to any other available rights and
remedies in case of any such breach or threatened breach; provided, however,
that nothing contained herein shall be construed as prohibiting either party
from pursuing any other remedies available for any such breach or threatened
breach. The parties further acknowledge and agree that in the event of a breach
by the other party of any provision of this Agreement, the prevailing party
shall be entitled, in addition to all other remedies to which the prevailing
party may be entitled under this Agreement, to recover from the breaching party
all reasonable attorney fees and costs incurred by the prevailing party in
enforcing this Agreement.
IN WITNESS WHEREOF, Xxxxxx, the Company and Executive have duly
executed and delivered this Agreement as of the day and year first above
written.
EXECUTIVE
By: _______________________________
XXXXXX HOLDINGS COMPANY, INC. FLF, INC. d/b/a DIVERSIFIED RISK
INSURANCE BROKERS
By: _______________________________
By: _____________________
Its: _______________________________
Its: _____________________
[Signature Page to Employment Agreement]
EXHIBIT A
Management Fee. For the period ending September 30, 2005, the Company shall pay
Executive a Management Fee equal to $100,000.00 Thereafter, for each twelve (12)
month period ending September 30,2009, the Company shall pay Executive a
Management Fee equal to $100,000.00 (.0165%) percent of the total FLF, Inc.
d/b/a Diversified Risk Insurance Brokers' commission and fee revenue (including
contingent and profit sharing commissions).
Production-Based Commissions. In addition to the Management Fee, the Company
shall pay Executive production-based commissions based on a percentage of the
gross revenues received by the Company (including, without limitation, all
commissions and fees) which are derived from clients/customers which are
serviced by Executive and others at the Company and for which Executive is
responsible. The parties expressly agree as follows:
(1) For "Existing Accounts" (defined as all accounts listed by the Company
under Producer Code # MPF prior to October 1, 2004), the Company shall
pay Executive a 25% production-based commission on renewal coverage and
50% on new coverages.
(2) For "New Accounts" (defined as all accounts not serviced by the Company
as of October 1, 2004, not purchased or acquired by payment of
consideration or other remuneration by the Company or any affiliate from
or after October 1, 2004) which are serviced by Executive and others at
the Company and for which Executive is responsible, the Company shall pay
the percentage of production-based commission to Executive under its then
current Producer Compensation Schedule as may be amended from time to
time at the discretion of the Company; provided, however, that Executive
will receive the same percentage of production-based commission as other
similarly situated key executives.
Bonus Plan. Executive shall be eligible to participate in the Diversified Risk
Bonus Plan generally providing that twenty (20%) percent of the amount by which
actual GAAP EBITDA exceeds target GAAP EBITDA, with certain adjustments, shall
be allocated and paid annually by the Company Board. The specific terms of the
Bonus Plan are incorporated herein by reference.
EXECUTIVE
By: ___________________________
XXXXXX HOLDINGS COMPANY, INC. FLF, INC. d/b/a DIVERSIFIED RISK
INSURANCE BROKERS
By: ___________________________
By: _______________________ Its: ___________________________
Its: _______________________
