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EXHIBIT 10.0
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into this
1st day of April, 2000, to be effective on July 1, 2000 (the "Effective Date"),
by and between INSpire Insurance Solutions, Inc., a Texas corporation
("Employer"), and Xxxxxxx X. Xxxxxxxx, a resident of Texas ("Employee").
W I T N E S S E T H:
WHEREAS, Employer is a corporation engaged in business in the State of
Texas and throughout the United States;
WHEREAS, Employer desires to employ Employee in the capacity of President
and Chief Operating Officer, upon the terms and conditions hereinafter set
forth; and
WHEREAS, Employee is willing to enter into this Agreement with respect to
his employment and services upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained herein, Employer hereby employs Employee and Employee hereby accepts
such employment upon the terms and conditions hereinafter set forth:
1. Term of Agreement. The term of this Agreement shall commence on the
effective date of this Agreement and shall terminate on July 1, 2003. The term
of this Agreement shall automatically be extended for additional one-year
periods commencing on July 1, 2001 and on each July 1 thereafter, unless either
Executive or Employer gives written notice to the other on or before April 1,
2001 or any April 1 thereafter of his or its intention not to extend this
Agreement.
2. Duties of Employee. (a) President and Chief Operating Officer .Employee
agrees that during the term of this Agreement, he will devote his full
professional and business-related time, skills and best efforts to the
businesses of Employer in the capacity of President and Chief Operating Officer,
or such other capacity as Employer and Employee may agree upon. If there are
major significant changes in the duties or responsibilities of Employee from
those listed as Prohibited Activities on Exhibit A attached hereto, that are not
mutually agreed upon, Employee may terminate his employment within sixty (60)
days of any such change. In addition, Employee shall devote all necessary time
and his best efforts in the performance of any other duties as may be assigned
to him from time to time by the Board of Directors of Employer including, but
not limited to, serving on Employer's Board of Directors if elected. Employee
shall devote his full professional and business skills to Employer as his
primary responsibility. Employee may engage in personal, passive investment
activities provided such activities do not interfere with the performance of his
duties hereunder and violate the noncompetition and nondisclosure provisions set
forth herein. Employer shall take such action as may be necessary to cause
Employee to be appointed to the Board of Directors of the Company (and to any
executive or similar committees thereof) and to have Employee nominated for
election to the Board of Directors to serve as a director during each year of
the term of this Agreement.
(b) Other Positions. Nothing herein shall be construed to prohibit Employee
from serving on the boards of non-competitive businesses or non-profit community
organizations or similar entities.
3. Compensation.
(a) Base Salary. Employer shall pay Employee an annual base salary of
three hundred thousand dollars ($300,000) per annum (or fraction for
portions of a year). Such base salary will be adjusted from time to time in
accordance with then current standard salary administration guidelines of
Employer. Employee's salary shall be subject to all appropriate federal and
state withholding taxes and shall be payable in accordance with the normal
payroll procedures of Employer.
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(b) Annual Bonus. In addition to the salary set forth in Section 3(a)
hereof, Employee shall be entitled to participate in the Bonus Plan each
year during the term of this Agreement. Employer agrees that the Bonus Plan
shall not be terminated by Employer prior to the termination of this
Agreement.
(c) Stock Options. Employee shall be granted stock options for shares
of common stock of Employer pursuant to the terms of a Stock Option
Agreement granted under the MiliRisk, Inc. 1997 Stock Option Plan, as
amended, a copy of which has been provided to Employee. The number of
shares of common stock, exercise price and date of grant for such options
is set forth on Schedule 3(c) attached hereto.
4. Fringe Benefits. The terms of this Agreement shall not foreclose
Employee from participating with other employees of Employer in such fringe
benefit or incentive compensation plans as may be authorized and adopted from
time to time by Employer; provided, however, that Employee must meet any and all
eligibility provisions required under said fringe benefit or incentive
compensation plans. Employee may be granted such other fringe benefits or
perquisites as Employee and Employer may from time to time agree upon.
5. Vacations. Employee shall be entitled to the number of paid vacation
days in each calendar year as shall be determined by the Board of Directors of
Employer from time to time. In no event, however, shall Employee be entitled to
less than four weeks paid vacation during each calendar year.
6. Reimbursement of Expenses. Employer recognizes that Employee will incur
legitimate business expenses in the course of rendering services to Employer
hereunder. Accordingly, Employer shall reimburse Employee, upon presentation of
receipts or other adequate documentation, for all necessary and reasonable
business expenses incurred by Employee in the course of rendering services to
Employer under this Agreement.
7. Working Facilities. Employee shall be furnished an office, personal
secretary and such other facilities and services suitable to his position and
adequate for the performance of his duties, which shall be consistent with the
policies of Employer.
8. Termination. The employment relationship between Employee and Employer
created hereunder shall terminate before the expiration of the stated term of
this Agreement upon the occurrence of any one of the following events:
(a) Death or Permanent Disability. The death or permanent disability
of Employee. For the purpose of this Agreement, the "permanent disability"
of Employee shall mean Employee's inability, because of his injury,
illness, or other incapacity (physical or mental), to perform the essential
functions of the position contemplated herein, with or without reasonable
accommodation to Employee with respect to such injury, illness or other
incapacity, for a continuous period of 150 days or for 180 days out of a
continuous period of 360 days. Such permanent disability shall be deemed to
have occurred on the 150th consecutive day or on the 180th day within the
specified period, whichever is applicable.
(b) Termination for Cause. The following events, which for purposes of
this Agreement shall constitute "cause" for termination:
(1) The willful breach by Employee of any provision of Sections
2, 11, 12, or 13 hereof (including but not limited to a refusal to
follow lawful directives of the Board of Directors of Employer) after
notice to Employee of the particular details thereof and a period of
10 days thereafter within which to cure such breach and the failure of
Employee to cure such breach within such 10 day period;
(2) Any act of fraud, misappropriation or embezzlement by
Employee with respect to any aspect of Employer's business;
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(3) The illegal use of drugs by Employee during the term of this
Agreement that, in the determination of the Board of Directors of
Employer, substantially interferes with Employee's performance of his
duties hereunder;
(4) Substantial failure of performance by Employee that is
repeated or continued after 30 day written notice to Employee of such
failure and that is reasonably determined by the Board of Directors of
Employer to be materially injurious to the business or interests of
Employer and which failure is not cured by Employee within such 30 day
period; or
(5) Conviction of Employee by a court of competent jurisdiction
of a felony or of a crime involving moral turpitude.
Any notice of discharge shall describe with reasonable specificity the
cause or causes for the termination of Employee's employment, as well as
the effective date of the termination (which effective date may be the date
of such notice). If Employer terminates Employee's employment for any of
the reasons set forth above, Employer shall have no further obligations
hereunder from and after the effective date of termination (other than as
set forth below) and shall have all other rights and remedies available
under this or any other agreement and at law or in equity.
(c) Termination by Employee with Notice. Employee may terminate this
Agreement without liability to Employer arising from the resignation of
Employee upon thirty days written notice to Employer. Employer retains the
right after proper notice of Employee's voluntary termination to require
Employee to cease employment immediately; provided, however, in such event,
Employer shall remain obligated to pay Employee his salary during the
thirty days notice period or the remaining term of this Agreement,
whichever is less. During such thirty days notice period, Employee shall
provide such consulting services to Employer as Employer may reasonably
request and shall assist Employer in training his successor and generally
preparing for an orderly transition.
(d) Termination by Employer with Notice. Employer may terminate this
Agreement at any time upon one (1) year written notice to Employee;
provided, however, upon such notice Employee shall not be required to
perform any services for Employer other than during the period of three (3)
months immediately following the receipt of such notice of termination in
which Employee shall assist Employer in training his successor and
generally preparing for an orderly transition. Notice by Employer of its
intention to not extend this Agreement under Section 1 will constitute
termination under this provision.
9. Compensation Upon Termination.
(a) General. Upon the termination of Employee's employment under this
Agreement before the expiration of the stated term hereof for any reason,
Employee shall be entitled to (i) the salary earned by him before the
effective date of termination, as provided in Section 3(a) hereof, prorated
on the basis of the number of full days of service rendered by Employee
during the year to the effective date of termination, (ii) any accrued, but
unpaid, vacation or sick leave benefits, (iii) any authorized but
unreimbursed business expenses, and (iv) any accrued, but unpaid annual
bonus.
(b) Termination For Other Than Cause. If such termination is the
result of the discharge of Employee by Employer for any reason other than
(i) by Employer or Employee with notice pursuant to Section 8(d) or 8(c),
respectively, or (ii) for cause (as defined in Section 8(b) hereof), then
Employee shall be entitled to receive as a severance payment an amount
equal to the salary (excluding bonuses) that Employee would have received
for the remainder of the term of this Agreement in accordance with the
regular payroll periods during the remainder of the term of this Agreement.
If Employee's employment hereunder terminates because of the death of
Employee, all amounts that may be due to him under the terms of this
Agreement shall be paid to his administrators, personal representatives,
heirs and legatees, as may be appropriate.
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(c) Termination For Cause. If the employment relationship hereunder is
terminated by Employer for cause (as defined in Section 8(b) hereof),
Employee shall not be entitled to any severance compensation, except as
provided in Section 9(a) above.
(d) Termination by Employer with Notice. If the employment
relationship is terminated by Employer other than for cause, then Employee
shall be entitled to receive as a severance payment and as compensation for
all services performed hereunder pursuant to Section 8(d) hereof an amount
equal to the salary that Employee would have received for the remainder of
the term of this Agreement in accordance with the regular payroll periods
of Employer during the applicable period.
(e) Termination by Employee with Notice. If the employment
relationship is terminated by Employee pursuant to the provisions of
Section 8(c) hereof, Employee shall be entitled to receive as a severance
payment and as compensation for all services performed hereunder pursuant
to Section 8(c) hereof the salary that Employee would have received for the
remainder of the term of this Agreement or one (1) year, whichever is less,
in accordance with the regular payroll period of Employer during the
applicable period.
(f) Survival. The provisions of Sections 9, 11, 12, and 13 hereof
shall survive the termination of the employment relationship hereunder and
this Agreement to the extent necessary or reasonably appropriate to effect
the intent of the parties hereto as expressed in such provisions.
10. Other Agreements. This Agreement shall be separate and apart from, and
shall be deemed to alter the terms of, any executive compensation agreements,
deferred compensation agreements, bonus agreements, general employment benefits
plans, stock option plans and any other plans or agreements entered into between
Employee and Employer pursuant to which Employee has been granted specific
rights, benefits or options.
11. Noncompetition. Employee agrees that, during his employment with
Employer and for a period of three (3) years from the date of termination of his
employment with Employer, he will not directly or indirectly compete with
Employer by engaging in the activities set forth on Exhibit A attached hereto
and incorporated herein by reference (the "Prohibited Activities") within the
geographic area of the United States of America (the "Restricted Area"). For
purposes of this Section 11, Employee recognizes and agrees that Employer
conducts and will conduct business in the entire Restricted Area and that
Employee will perform his duties for Employer within the entire Restricted Area.
Employee shall be deemed to be engaged in and carrying on the Prohibited
Activities if he engages in the Prohibited Activities in any capacity
whatsoever, including, but not limited to, by or through a partnership of which
he is a general or limited partner or an employee engaged in such activities, or
by or through a corporation or association of which he owns five percent (5%) or
more of the stock or of which he is an officer, director, employee, member,
representative, joint venturer, independent contractor, consultant or agent who
is engaged in such activities. Employee agrees that during the three (3) year
period described above, he will notify Employer of the name and address of each
employer with whom he has accepted employment during such period. Such
notification shall be made in writing within five (5) days after Employee
accepts any employment or new employment by certified mail, return receipt
requested.
12. Confidential Data. Employee further agrees that, during his employment
with Employer and thereafter, he will keep confidential and not divulge to
anyone, disseminate nor appropriate for his own benefit or the benefit of
another any confidential information described in Exhibit C attached hereto and
incorporated by reference herein (the "Confidential Data"). Employee hereby
acknowledges and agrees that this prohibition against disclosure of Confidential
Data is in addition to, and not in lieu of, any rights or remedies that Employer
may have available pursuant to the laws of any jurisdiction or at common law to
prevent the disclosure of trade secrets, and the enforcement by Employer of its
rights and remedies pursuant to this Agreement shall not be construed as a
waiver of any other rights or available remedies that it may possess in law or
equity absent this Agreement.
13. Nonsolicitation of Employees. Employee covenants that, during his
employment with Employer and for a period of one (1) year from the date of
termination of his employment with Employer, he will not (i) directly or
indirectly induce or attempt to induce any employee of Employer to terminate his
or her employment or (ii) without prior written consent of Employer, offer
employment either on behalf of himself or on behalf of any other individual or
entity to any employee of Employer or to any terminated employee of Employer.
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14. Property of Employer. Employee acknowledges that from time to time in
the course of providing services pursuant to this Agreement he shall have the
opportunity to inspect and use certain property, both tangible and intangible,
of Employer and Employee hereby agrees that such property shall remain the
exclusive property of Employer, and Employee shall have no right or proprietary
interest in such property, whether tangible or intangible, including, without
limitation, Employee's customer and supplier lists, contract forms, books of
account, computer programs and similar property.
15. Equitable Relief. Employee acknowledges that the services to be
rendered by him are of a special, unique, unusual, extraordinary, and
intellectual character, which gives them a peculiar value, and the loss of which
cannot reasonably or adequately be compensated in damages in an action at law,
and that a breach by him of any of the provisions contained in this Agreement
will cause Employer irreparable injury and damage. Employee further acknowledges
that he possesses unique skills, knowledge and ability and that competition by
him in violation of this Agreement or any other breach of the provisions of this
Agreement would be extremely detrimental to Employer. By reason thereof,
Employee agrees that Employer shall be entitled, in addition to any other
remedies it may have under this Agreement or otherwise, to injunctive and other
equitable relief to prevent or curtail any breach of this Agreement by him.
16. "Change of Control". In the event (each such event, a "Change of
Control"): (1) Employer becomes a subsidiary of another corporation or entity or
is merged or consolidated into another corporation or entity or substantially
all of the assets of Employer are sold to another corporation or entity; or (2)
any person, corporation, partnership or other entity, either alone or in
conjunction with its "affiliates," as that term is defined in Rule 405 of the
General Rules and Regulations under the Securities Act of 1933, as amended, or
other group of persons, corporations, partnerships or other entities who are not
"affiliates" but who are acting in concert, becomes the owner of record or
beneficially of securities of Employer that represent thirty-three and one-third
percent (33 1/3%) or more of the combined voting power of Employer's then
outstanding securities entitled to elect Directors; or (3) the Board of
Directors of Employer or a committee thereof makes a determination in its
reasonable judgment that a "Change of Control" of Employer has taken place; or
(4) if the original Board of Directors of Employer that existed on the effective
date of this Agreement or those directors nominated by the original Board of
Directors no longer constitute a majority, then this is deemed to be a "Change
of Control"; the term during which this Agreement shall be effective shall
include the remaining term of this Agreement following the date of the Change of
Control plus two (2) years, and Employee's compensation for such period shall be
based on the following formula, shall be subject to the following conditions,
and shall be in lieu of the compensation provided for under Section 3 of this
Agreement and in lieu of the compensation upon termination provided for under
Section 9 of this Agreement (except for Section 9(a), which shall still apply):
(a) Employee shall be paid an annual salary for the remaining term of
this Agreement plus two (2) years consisting of one hundred percent (100%)
of the average amount of total cash compensation, excluding payments made
under tax benefit bonuses paid upon the lapse of resale restrictions on
common stock for certain officers, of Employee for the two (2) calendar
years prior to the Change of Control.
(b) Employee shall be paid an annual amount for the remaining term of
this Agreement plus two (2) years in consideration of the noncompetition
covenant of Section 11 of this Agreement consisting of fifty percent (50%)
of the average amount of total cash compensation, excluding payments made
under tax benefit bonuses paid upon the lapse or resale restrictions on
common stock for certain officers, of Employee for the two (2) calendar
years prior to the Change of Control. Such annual amounts shall be paid
quarterly in advance.
(c) Notwithstanding any other provision of this Agreement, if (a)
there is a change in the ownership or effective control of Employer or in
the ownership of a substantial portion of the assets of Employer [within
the meaning of Section 280G(b) (2) (A) of the Internal Revenue Code (the
"Code")], and (b) the payments otherwise to be made pursuant to Section 16
and any other payments or benefits otherwise to be paid to Executive in the
nature of compensation to be received by or for the benefit of Employee and
contingent upon such event (the "Termination Payments") would create an
"excess parachute payment" within the meaning of Section 280G of the Code,
then Employer shall make the Termination Payments in substantially equal
installments, the first installment being due within thirty days after the
date of
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termination and each subsequent installment being due on July 1 of each
year, such that the aggregate present value of all Termination Payments,
whether pursuant to this Agreement or otherwise, will be as close as
possible to, but not exceed, 299% of the Executive's base amount, within
the meaning of Section 280G.
(d) Employer shall have no obligation to pay the amounts set forth in
paragraphs (a) and (b) of Section 16 as limited by paragraph (c) if there
is reasonable proof that the noncompetition or confidential data provisions
of Sections 11 and 12, respectively, of this Agreement are being violated.
(e) In the event the employment relationship is terminated for cause
(pursuant to Section 8(b) hereof) following a Change of Control, Employer
shall not be obligated to make any further payments of the compensation
amounts provided for in this Agreement, except as provided in Section 9(a)
above. Notwithstanding any other provision of this Agreement, except for
paragraphs (e) and (j) of this Section 16, which shall control in the event
Employee terminates employment as provided in paragraphs (e) and (j), in
the event Employee voluntarily terminates employment following a Change of
Control for other than Good Reason, as defined hereinafter, compensation
amounts set forth in paragraphs (a) and (b) shall be payable only for a one
(1) year period following termination of employment.
"Good Reason" to terminate employment with Employer occurs if: (1)
duties are assigned that are materially inconsistent with previous duties;
(2) duties and responsibilities are substantially reduced; (3) base
compensation is reduced not as part of an across the board reduction for
all senior officers or executives; (4) participation under compensation
plans or arrangements generally made available to persons at Employee's
level of responsibility at Employer is denied; (5) a successor fails to
assume this Agreement; or (6) termination is made without compliance with
prescribed procedures.
(f) In the event Employee is involuntarily terminated by Employer
without cause, Employee voluntarily terminates employment for Good Reason
or the employment relationship is terminated by death or permanent
disability of Employee, Employer's obligation to pay the compensation
amounts provided in this Section 16 shall survive termination of
employment.
(g) In the event of termination of employment during the pendency of a
"Potential Change of Control", as hereinafter defined, paragraphs (g) and
(h) of this Section 16 shall apply as if an actual Change of Control had
taken place. A "Potential Change of Control" shall be deemed to have
occurred if: (1) Employer has entered into an agreement or letter of intent
the consummation of which would result in a Change of Control; (2) any
person publicly announces an intention to take or to consider taking
actions that, if consummated, would constitute a Change of Control; or (3)
the Board of Directors of Employer or a committee thereof in its reasonable
judgment makes a determination that a Potential Change of Control for
purposes of this Agreement has occurred. A Potential Change of Control
remains pending for purposes of receiving payments under this Agreement
until the earlier of the occurrence of a Change of Control or a
determination by the Board of Directors or a committee thereof (at any
time) that a Change of Control is no longer reasonably expected to occur.
(h) Notwithstanding anything contained in this Agreement to the
contrary, Employee and Employer, or the person, corporation, partnership or
other entity acquiring control of Employer pursuant to this Section 16,
with the concurrence of the Chief Executive Officer and Compensation
Committee of the Board of Directors of Employer, may mutually agree that
Employee, with three (3) months' notice, may terminate his employment and
receive a lump sum payment equal to the present value of remaining payments
under this Agreement discounted by the then current Treasury Xxxx rate for
the remaining term of this Agreement.
17. Successors Bound. This Agreement shall be binding upon Employer and
Employee, their respective heirs, executors, administrators or successors in
interest, including without limitation, any corporation, partnership or other
entity acquiring control of Employer pursuant to Section 16 hereof.
18. Severability and Reformation. The parties hereto intend all provisions
of this Agreement to be enforced to the fullest extent permitted by law. If,
however, any provision of this Agreement is held to be illegal,
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invalid, or unenforceable under present or future law, such provision shall be
fully severable, and this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision were never a part hereof, and the
remaining provisions shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its
severance.
19. Integrated Agreement. This Agreement constitutes the entire Agreement
between the parties hereto with regard to the subject matter hereof, and there
are no agreements, understandings, specific restrictions, warranties or
representations relating to said subject matter between the parties other than
those set forth herein or herein provided for.
20. Attorneys' Fees. If any action at law or in equity, including any
action for declaratory or injunctive relief, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees from the nonprevailing party, which fees may
be set by the court in the trial of such action, or may be enforced in a
separate action brought for that purpose, and which fees shall be in addition to
any other relief which may be awarded.
21. Notices. All notices and other communications required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally, mailed by certified mail (return receipt
requested) or sent by overnight delivery service, cable, telegram, facsimile
transmission or telex to the parties at the following addresses or at such other
addresses as shall be specified by the parties by like notice:
(a) If to Employer: INSpire Insurance Solutions, Inc.
000 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000-0000
Attention: F. Xxxxxx Xxxxxx, III
Facsimile No.: (000)000-0000
(b) If to Employee: 0000 Xxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Notice so given shall, in the case of notice so given by mail, be deemed to
be given and received on the fourth calendar day after posting, in the case of
notice so given by overnight delivery service, on the date of actual delivery
and, in the case of notice so given by cable, telegram, facsimile transmission,
telex or personal delivery, on the date of actual transmission or, as the case
may be, personal delivery.
22. Further Actions. Whether or not specifically required under the terms
of this Agreement, each party hereto shall execute and deliver such documents
and take such further actions as shall be necessary in order for such party to
perform all of his or its obligations specified herein or reasonably implied
from the terms hereof.
23. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
TEXAS.
24. Assignment. This Agreement is personal to Employee and may not be
assigned in any way by Employee without the prior written consent of Employer.
This Agreement shall not be assignable or delegable by Employer, other than to
an affiliate of Employer, except if there is a Change of Control as defined in
Section 16, Employer may assign its rights and obligations hereunder to the
person, corporation, partnership or other entity that has gained such control.
25. Counterparts. This Agreement may be executed in counterparts, each of
which will take effect as an original and all of which shall evidence one and
the same Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.
INSpire Insurance Solutions, Inc.
By:
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Name:
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Title:
-----------------------------------
EMPLOYEE:
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Xxxxxxx X. Xxxxxxxx
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EXHIBIT A
PROHIBITED ACTIVITIES
Acting in any capacity, either individually or with any corporation,
partnership or other entity, directly or indirectly, in providing, or proposing
to provide, data processing software systems, related automation support
services and information services to the insurance industry, including, but not
limited to, application software, processing, consulting and related services,
in the performance of any of the following types of duties in any part of the
insurance industry:
1. The performance of the sales and marketing functions.
2. The responsibility for sales revenue generation.
3. The responsibility for customer satisfaction.
4. The responsibility for research and development of insurance data base
products.
5. The responsibility for the research and development of information
data processing systems and services.
6. The providing of input to pricing of products.
7. The planning and management of data processing services resources.
8. The coordination of the efforts of the various aspects of computer
systems services organizations with other functions.
9. The planning and management of information services resources.
10. The providing and management of an operations staff to support the
above listed activities.
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EXHIBIT B
CONFIDENTIAL INFORMATION
1. All software/systems (including all present, planned and future software),
whether licenses or unlicensed, developed by or on behalf of or otherwise
acquired by INSpire Insurance Solutions, Inc. or any of its subsidiaries.
"All software/system" shall mean:
o all code in whatever form
o all data pertaining to the architecture and design of such software
systems
o all documentation in whatever form
o all flowcharts
o any reproduction or recreation in whole or in part of any of the above
in whatever form.
2. All business plans and strategies including:
o strategic plans
o product plans
o marketing plans
o financial plans
o operating plans
o resource plans
o all research and development plans including all data produced by such
efforts.
3. Internal policies, procedures, methods and approaches which are unique to
INSpire Insurance Solutions, Inc. and are not public.
4. Any information relating to the employment, job responsibility,
performance, salary and compensation of any present or future officer or
employee of INSpire Insurance Solutions, Inc.
