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EXHIBIT (10)(l)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") among
Physicians Protective Trust Fund (the "Company"), Professionals Insurance
Company Management Group ("Professionals Group"), PICOM Insurance Company
("PICOM") and Xxxxxx X. Xxxxxx (the "Executive") is effective as of July 1, 1998
(the "Effective Date").
WITNESSETH:
WHEREAS, the Company and the Executive entered into an Employment
Agreement effective as of October 1, 1996 (the "Executive Agreement"); and
WHEREAS, on the Effective Date of this Agreement, the Company is being
merged with and into PICOM, a wholly-owned subsidiary of Professionals Group;
and
WHEREAS, capitalized terms not otherwise defined in this Agreement
shall have the meanings given to them in the First Amended and Restated
Agreement and Plan of Merger dated October 3, 1997 (the "Merger Agreement")
among Professionals Group, PICOM and the Company.
NOW, THEREFORE, for other good and valuable consideration (the receipt
and sufficiency of which is hereby acknowledged), the parties hereto agree as
follows:
1. The term of the Executive's employment under the Executive Agreement
is hereby extended from September 30, 2001 to January 31, 2002.
2. Professionals Group hereby expressly assumes the obligations of the
Company under the Executive Agreement. Professionals Group hereby guarantees the
performance of all obligations of the Company under the Executive Agreement. To
the fullest extent permitted under the Michigan Insurance Code of 1956, as
amended (the "Michigan Insurance Code"), PICOM hereby expressly assumes the
obligations of the Company under the Executive Agreement; provided, however,
that to the extent that PICOM is prohibited under the Michigan Insurance Code
from assuming or performing the obligations of the Company under the Michigan
Insurance Code, PICOM shall not be bound or obligated under the Executive
Agreement.
3. The Executive's job title will be President and Chief Executive
Officer of PICOM. The Executive shall be a member of the Board of Directors of
PICOM. The Executive will report directly to, and work at the direction of, the
Board of Directors of PICOM. The Executive's duties (a) generally will include
management of and strategic planning for PICOM, and other duties assigned to the
Executive by the Board of Directors of PICOM, and (b) may change from time to
time on reasonable notice based on the needs of PICOM and the Executive's
skills, consistent with the Executive's background and experience, as determined
by the Board of Directors of PICOM. Upon execution of this Agreement, Executive
shall be appointed to the Board of Directors of Professionals Group and to the
position of Chief Operating Officer of Professionals Group.
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4. In consideration of the Executive's covenants in the Executive
Agreement and in this Assignment and Assumption Agreement, and pursuant to the
Stock Grant Agreement dated July 1, 1998 executed by and between Professionals
Group and Executive pursuant to Section 1.28 of the Merger Agreement,
Professionals Group shall issue and deliver to the Executive 28,180 shares of
Professionals Group Common Stock in four equal and annual installments;
provided, however, that the last such installment shall be made and delivered on
or before January 30, 2002. The stock need not be registered with the Securities
and Exchange Commission and need not be freely tradeable by the Executive. The
Executive agrees to comply with all securities laws in connection with the
retention, sale or disposition of Professionals Group Common Stock received
pursuant to this Agreement.
5. In all other respects, the Executive Agreement is ratified and
confirmed.
PHYSICIANS PROTECTIVE
TRUST FUND
By /s/ Xxxxx X. Xxxx, M.D. /s/ Xxxxxx X. Xxxxxx
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Xxxxx X. Xxxx, M.D. Xxxxxx X. Xxxxxx, individually
Chairman of the Board
PROFESSIONALS INSURANCE COMPANY PICOM INSURANCE COMPANY
MANAGEMENT GROUP
By /s/ Xxxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
President and Chief President and Chief
Executive Officer Executive Officer
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