AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, entered into as of
March 29, 2001, among CORE, INC., a Massachusetts corporation (hereinafter
called "CORE"), Disability Reinsurance Management Services, Inc., a Delaware
corporation ("DRMS"), a wholly owned subsidiary of CORE, and Xxxxx X. Xxxxxx of
Yarmouth, Maine (hereinafter called "Executive").
WHEREAS, Executive is presently an officer of CORE and an employee and
officer of DRMS;
WHEREAS, pursuant to the terms and conditions of that certain Agreement
and Plan of Merger (the "Merger Agreement"), among Fortis, Inc., a Nevada
corporation ("Fortis"), Core Merger Sub, Inc., a Massachusetts corporation
("Merger Corp.") and CORE, dated as of March 29, 2001, CORE will become a wholly
owned subsidiary of Fortis; and
WHEREAS, Executive had entered into an Employment Agreement with DRMS,
dated August 21, 1998, as amended by amendments dated as of January 1, 2000 and
as of September 30, 2000 (collectively, the "Original Agreement"); and
WHEREAS, in connection with the Merger Agreement, CORE, DRMS and
Executive each desire to enter into this Amended and Restated Employment
Agreement concerning Executive's continuing employment with DRMS and his
responsibilities for the day to day business, operations and affairs of CORE, as
a subsidiary of Fortis, and each of CORE's subsidiaries;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt of which
is acknowledged by all parties hereto, CORE, DRMS and Executive agree as
follows:
1. EMPLOYMENT. DRMS will employ Executive, and Executive will serve as
President of CORE and as President of DRMS (which positions shall be
"co-President" as long as Xxxxxxx X. Xxxxxxxx is likewise serving as
co-President of such corporation or corporations), all upon the terms and
conditions provided herein.
1-A. EFFECTIVE DATE. The terms and conditions set forth in this
Agreement, while binding upon the parties hereto, shall become effective only
upon the Closing, as such term is defined in the Merger Agreement, such date
being hereinafter referred to as the "Effective Date" of this Agreement. In the
event the Merger Agreement is terminated for any reason, Executive will remain
subject to the terms and conditions set forth in the Original Agreement.
2. DUTIES. Executive shall report directly to the Chief Financial
Officer (the "CFO") of the Fortis Benefits non-Medical Business Unit located in
Kansas City, Missouri, ("FBIC") (the "Supervisor"), and the respective boards of
directors of CORE
and DRMS, as appropriate. In the event there is a change in the incumbent CFO of
FBIC or if there is a material change in the duties required of the CFO of FBIC,
the parties shall discuss the implications of such a change on the reporting
relationship envisioned by this section and the modifications to such reporting
relationship that may be warranted by such change. Based upon such discussion,
the Supervisor shall, with the approval of Executive, such approval not to be
unreasonably delayed, conditioned or denied, institute appropriate modifications
to the reporting relationship envisioned by this section. During any period in
which there is not a CFO of FBIC, or any period in which Executive has not
approved a modification proposed by FBIC to the reporting relationship,
Executive shall report to the President of FBIC, the Senior Vice President of
Human Resources of FBIC, the General Counsel of FBIC, or the Chief Information
Officer of FBIC, at the discretion of Fortis, who shall be the Supervisor during
such time.
Executive (in conjunction with Xxxxxxx X. Xxxxxxxx if he is then
serving as co-President of the entity in question) shall be responsible for the
day to day business, operations and affairs of CORE and DRMS, including, to the
extent the same remain assets of CORE, any other CORE subsidiary or operating
division. No other official of CORE or DRMS (except Xxxxxxx X. Xxxxxxxx for so
long as he continues to serve as co-President of the entity in question shall
during the Term have authority equal or superior to that of Executive as
President or co-President. It is understood that for a period up to 90 days
after the Effective Date, Xxxxxx Xxxxxxxxx will continue in the position of
Chairman and Chief Executive Officer of CORE, which shall not be a violation of
this restriction. Executive's duties shall include duties consistent with the
office of President as may be delegated to Executive by the Supervisor or
respective board of directors of CORE or DRMS as appropriate.
Executive (in conjunction with Xxxxxxx X. Xxxxxxxx if he is then
serving as co-President of the entity in question) shall be responsible for the
completion, in concert with the Supervisor, of the strategic plans for CORE and
DRMS, for so long as he continues to serve as President or co-President of the
entity in question.
During the Term, Executive's principal place of employment and the
corporate headquarters of DRMS shall be located in the greater Portland, Maine,
area.
Because Knowledge Transfer and Succession Planning, as defined further
in EXHIBIT B attached, are of particular importance to the value of DRMS and
CORE, Executive shall devote all reasonable efforts to advance these processes,
in accordance with the metrics set for them by the Supervisor as part of the
Annual Bonus Structure set out in EXHIBIT B.
3. TERM. The term of Executive's employment hereunder shall be for the
period beginning on the Closing, and ending December 31, 2003 (said period, as
it may be extended in accordance with the terms of this Agreement, being the
"Term"). Thereafter, the Term of this Agreement shall be extended automatically
for an additional period of twelve months, unless pursuant to Section 8, written
notice of intent not to extend (which shall be taken to be written notice to
terminate for all purposes hereunder effective on the day next following the
last day of the Term) is delivered by either party thirty (30) days
prior to the scheduled end of the initial or subsequent term. Notwithstanding
the scheduled termination dates or extensions thereof, this Agreement is subject
to earlier termination as set forth in Section 8 hereof.
4. COMMITMENT OF EXECUTIVE. During the Term, Executive shall be
employed by DRMS on a full-time basis. During the Term, Executive shall not
perform work for compensation (except for reimbursement of reasonable expenses
approved by CORE or DRMS) within the industries in which CORE, DRMS, any of
CORE's subsidiaries, or FBIC are active for any person or entity other than CORE
or DRMS without first obtaining the prior written consent of the Supervisor.
5. COMPENSATION.
(a) SALARY. During the Term, DRMS agrees to compensate
Executive at the rate of not less than Two Hundred and Fifty Thousand Dollars
($250,000) per annum (a "Base Salary"). Executive's Base Salary shall not be
reduced below the greater of this amount or Executive's previous twelve months'
payable Base Salary without Executive's consent.
(b) PAYROLL POLICIES. Executive's compensation shall be paid
in installments pursuant to DRMS's personnel policies, as they may be amended
from time to time, less any applicable federal, state or local payroll tax
deductions incident on Executive, as well as any voluntary deductions elected by
Executive.
(c) INCENTIVE AND ANNUAL BONUSES. Executive shall receive
incentive and annual bonuses under the terms and conditions described in EXHIBIT
B, which is hereby made a part of this Agreement.
6. ETHICAL CONDUCT. Executive agrees to adhere to all recognized
professional ethics and customs, and to avoid all actions or conduct which
injures, directly or indirectly, the professional standing and reputation of
CORE or DRMS or any of their Affiliates. Executive represents and warrants he is
free to enter into this Agreement and that there are no employment contracts,
restrictive covenants or other obligations preventing full performance of his
duties hereunder.
7. FRINGE BENEFITS.
(a) VACATION. Executive shall be entitled to a vacation period
without loss of compensation pursuant to DRMS's personnel policies, as they may
be amended from time to time, provided that in no event shall Executive be
accorded fewer than twenty-five (25) business days of vacation in any calendar
year. In the event that Executive's employment is terminated for any reason
prior to the expiration of a complete calendar year, the vacation period to
which he is entitled shall be prorated in accordance with DRMS's policies, and
he shall receive payment based on the daily rate of his Base Salary on account
of any unused vacation days. Executive shall be entitled to carry over the
amount of vacation time allowed by DRMS's personnel policies, except that
Executive
in no event shall be entitled to carry over more than ten (10) days of unused
vacation per year.
(b) HOLIDAYS. In addition to his vacation time, Executive
shall be entitled without loss of compensation to those holidays and floating
holidays to which employees of DRMS are entitled under the personnel policies of
DRMS.
(c) HEALTH CARE COVERAGE. Executive shall be offered a health
care benefit package consistent with benefits available to other DRMS employees
as now in effect, and as modified hereafter. Should such health care benefit
package not include dental care coverage, because Executive and the Supervisor
conclude that the benefit package available to DRMS employees shall not include
dental care coverage, then Executive's Base Salary as otherwise determined shall
be increased by Nine Hundred Dollars ($900.00) per annum.
(d) DISABILITY BENEFITS. If Executive is unable to work on
account of illness or accidental injury, DRMS agrees to continue Executive's
Base Salary (offset by the gross amount of any amounts payable under a DRMS
disability or salary continuance program) and fringe benefits for a period at
least equal to the number of days required to satisfy the qualifying period for
benefits under the long-term disability policy sponsored by DRMS and then in
effect. DRMS shall, during the Term, provide Executive at DRMS's expense a
long-term disability insurance policy which shall be consistent with the
long-term disability insurance policy available to other DRMS employees as now
in effect, and as modified hereafter.
(e) LIFE INSURANCE. Executive shall be offered the opportunity
to purchase life insurance coverage on a group basis, consistent with similar
benefits available to other DRMS employees as now in effect, and as modified
hereafter.
(f) OTHER FRINGE BENEFITS. Executive shall be entitled to
additional fringe benefits consistent with the personnel policies of DRMS.
8. TERMINATION OF AGREEMENT.
(a) CAUSE. Executive's employment hereunder may be terminated
by DRMS for "Cause". For the purpose of this Agreement, "Cause" means:
(i) willful breach or habitual neglect of the
duties Executive is required to perform
hereunder which are not cured by Executive
within thirty (30) days of written notice
from CORE or DRMS of such breach or neglect;
(ii) any illegal act by Executive injurious to
the business or reputation of CORE or any of
its Affiliates;
(iii) Executive's engagement in gross misconduct
injurious to the business or reputation of
CORE or any of its Affiliates;
(iv) Executive's conviction of any crime which
constitutes a felony in the jurisdiction
committed (whether or not involving CORE or
any of its Affiliates); or
(v) a material breach by Executive of any
material provision of this Agreement which
breach is not cured by Executive within
thirty (30) days of written notice from CORE
or DRMS of such breach or neglect.
If DRMS desires to terminate Executive's employment hereunder for
Cause, DRMS shall give Executive written notice of the termination date, which
may be immediate, and shall specify in said notice the termination provision of
the Agreement and the factual basis upon which the termination action is based.
(b) DISABILITY. Executive's employment hereunder may also be terminated
at the election of DRMS in the event that Executive is disabled (as determined
under the applicable employer-sponsored long-term disability plan) for a period
of at least equal to the number of days required to satisfy the qualifying
period for benefits under the long-term disability policy sponsored by DRMS and
then in effect). In the event Executive's employment is terminated by DRMS
because of such a disability of Executive, DRMS shall give Executive written
notice of a termination date, which shall not be less than thirty (30) days
subsequent to the date of the notice, and Executive's employment hereunder shall
terminate on the termination date as so established by DRMS.
(c) DEATH. Executive's employment hereunder shall terminate
automatically upon the death of Executive.
(d) EFFECT OF TERMINATION FOR CAUSE, DISABILITY OR DEATH. If
Executive's employment terminates pursuant to Section 8(a), 8(b), or 8(c), DRMS
shall pay Executive his Base Salary, earned but unpaid bonus (if any), accrued
but unpaid holiday pay, and accrued and unused vacation time through the date of
termination of Executive's employment at the rate or rates then in effect, and
DRMS shall have no further compensation-related obligations to Executive under
this Agreement, except for benefits expressly provided in Section 8(d), and for
continuation of benefits required of DRMS by applicable law.
(e) TERMINATION WITHOUT CAUSE. DRMS may terminate Executive's
employment without cause by giving written notice to Executive at least thirty
(30) days prior to the termination date, in which event Executive shall be
entitled to the following payments:
(i) all amounts accrued and unpaid to Executive through
the termination date, including but not limited to
unpaid Base Salary, earned but unpaid bonuses (if
any), accrued but unpaid holiday pay, and accrued but
unused vacation time); and
(ii) Severance Benefit as described in clause (h) below;
and
(iii) Deemed Bonus as described in clause (i) below.
Notwithstanding the requisite thirty (30) day notice period, DRMS may
elect to have Executive cease providing services hereunder either immediately or
at another date prior to the termination date, provided DRMS pays Executive
those amounts required in Section 8(e)(i) through (iii) above.
(f) VOLUNTARY TERMINATION FOR GOOD REASON. Executive may terminate
Executive's employment for Good Reason by giving written notice to the
Supervisor at least thirty (30) days prior to the termination date, and
specifying the events or circumstances that Executive believes constitute Good
Reason. Within ten (10) business days following Supervisor's receipt of
Executive's notice of termination pursuant to this clause (f), Supervisor, on
behalf of the Board of Directors of DRMS, may (as the exclusive method for
contesting the existence of Good Reason) give Executive notice stating that DRMS
does not agree that Good Reason exists, in which event the existence or
non-existence of Good Reason shall be determined by arbitration under Section
11. If DRMS does not contest the existence of Good Reason, or if it is decided
in arbitration pursuant to Section 11 that Good Reason existed, Executive shall
be entitled to the following payments:
(i) all amounts accrued and unpaid to Executive through
the termination date, including but not limited to
unpaid Base Salary, earned but unpaid bonuses (if
any), accrued but unpaid holiday pay, and accrued but
unused vacation time); and
(ii) Severance Benefit as described in Section 8(h) below
and
(iii) Deemed Bonus as described in Section 8(i) below.
Following the Supervisor's receipt of Executive's notice of termination, DRMS
may elect to have Executive cease performance of services hereunder either
immediately or at another date prior to the termination date, in which event the
termination date shall be the earlier of thirty (30) days from the date of such
receipt or the termination date set forth in Executive's notice of termination.
If DRMS contests the existence of Good Reason, it shall nonetheless pay the
amounts required in Section 8(f)(i) above pending the outcome of arbitration. If
it is decided in arbitration pursuant to Section 11 that Good Reason did not
exist, Executive's termination shall be considered a voluntary termination
without Good Reason and amounts paid under Section 8(f)(i) shall be satisfaction
in full for amounts due under Section 8(g).
(g) VOLUNTARY TERMINATION WITHOUT GOOD REASON. Executive may terminate
Executive's employment without Good Reason by giving written notice to the
Supervisor at least thirty (30) days prior to the termination date, in which
event Executive shall be entitled to the amount set out in Section 8(f)(i)
above.
Following the Supervisor's receipt of Executive's notice of termination, DRMS
may elect to have Executive cease providing services hereunder either
immediately or at another date prior to the termination date, in which event the
termination date shall be the earlier of
thirty (30) days from the date of such receipt or the termination date set forth
in Executive's notice of termination.
(h) SEVERANCE BENEFITS. "Severance Benefits" means continuation of Base
Salary as in effect on the date of termination and health care coverage for
twelve (12) months from the date of such termination. To the extent that such
coverage cannot by its terms be continued, Base Salary during the severance
period shall be increased on a grossed-up basis (for the effects of federal and
applicable state and local income taxes) to compensate Executive for the actual
premium costs of obtaining such coverage under COBRA or through non-group
insurance, if less. Payments under this Section 8(h) shall be made on a schedule
consistent with DRMS's payroll policies and shall be subject to applicable tax
deductions and withholdings.
In the event Executive's employment is terminated by DRMS without cause
pursuant to Section 8(e) hereof within 12 months of the Effective Date of this
Agreement, then the "twelve (12) months from the date of such termination" in
Section 8(h) shall be revised to read "eighteen (18) months from the date of
such termination (provided such Severance Benefits shall be reduced to reflect
any salary, consulting fees or other compensation received by Executive for
services rendered after one (1) year from the termination date, and further
provided, Executive shall timely report to DRMS any such compensation)" .
(i) DEEMED BONUS. In the event that Executive's date of termination is
prior to January 1, 2004, "Deemed Bonus" means the amount of any Incentive Bonus
that would have been payable under Section 5(c) hereof if Executive had
continued his employment through December 31, 2003. In calculating such Deemed
Bonus, it will be presumed that Executive would have earned a "1.0" score on all
measures referenced in the Incentive Bonus formulae. In no event shall the
Deemed Bonus include the amount of any bonus earned but unpaid as of the date of
termination, that is paid subsequent to the date of termination pursuant to the
provisions of this Section 8.
In the event that Executive's date of termination is on or after
January 1, 2004, "Deemed Bonus" shall be zero ($0.00).
(j) GOOD REASON. "Good Reason" means the occurrence (without
Executive's express written consent) of any of the following events or
circumstances, unless such event or circumstance is corrected by DRMS prior to
the date of termination specified in the notice of termination given by
Executive in respect thereof:
(i) the assignment to Executive of any duties
substantially inconsistent with Executive's status as
the President or co-President of DRMS, a substantial
alteration in the nature or status of Executive's
title with DRMS and his responsibilities for the day
to day business, operations and affairs of DRMS, as
set forth in Sections 1 and 2, or a diminution in
Executive's authority with respect to DRMS (however,
in no event shall an alteration, whether substantial
or not, in the nature or status of
Executive's title with CORE and his responsibilities
for the day to day business, operations and affairs
of CORE or its subsidiaries other than DRMS, or a
diminution in Executive's authority with respect to
CORE or its subsidiaries other than DRMS, give rise
to Good Reason);
(ii) any material breach by DRMS of any material provision
of this Agreement;
(iii) any purported termination by DRMS of Executive's
employment which is effected other than as provided
in this Agreement;
(iv) the requirement that Executive and DRMS's corporate
headquarters be based at any office or location other
than one within the greater Portland, Maine, area;
(v) Xxxxxxx X. Xxxxxxxx no longer being employed by DRMS
as co-President except as a result of (x) the DRMS's
termination of Xxxxxxx X. Xxxxxxxx for Cause or (y)
Xxxxxxx X. Xxxxxxxx'x voluntary termination without
Good Reason.
(vi) Any substantial part of the business or assets of
DRMS is no longer owned directly, or through a wholly
owned subsidiary, by Fortis.
"Good Reason" shall also mean Executive's voluntary termination on (i) January
1, 2004, (ii) any anniversary thereof, or (iii) such other date subsequent to
January 1, 2004 as shall be agreed by all parties to this Agreement.
9. COVENANT NOT TO COMPETE; NON-SOLICITATION; CONFIDENTIAL INFORMATION.
(a) In consideration of and as an inducement to DRMS and CORE to enter
into this Agreement, Executive shall not, for a period commencing on the
Effective Date of this Agreement and ending on the latest of (i) one (1) year
after Executive's termination of employment with DRMS, for any reason, (ii) the
date through which severance payments are due pursuant to Section 8 above, or
(iii) if the Deemed Bonus is paid in an amount greater than zero ($0.00)
pursuant to Section 8(e) or 8(f) above, the last day of the Term (such latest
date being referred to as the "Covenant End Date"), serve, directly or
indirectly, as an operator, owner, partner, consultant, independent contractor,
officer, director, sole proprietor or employee of any firm, company, corporation
or entity (other than CORE and its Affiliates) which is engaged within the
geographical area of the United States in competition with the businesses of
CORE or any of its Affiliates. However, in the event that Executive is serving
in such fashion, but for a unit or division of such firm, company, corporation
or entity which is not engaged within the geographical area of the United States
in competition with the businesses of CORE or any of its Affiliates, then such
service shall not violate this Agreement.
(b) Executive agrees that for a period commencing on the Effective Date
of this Agreement and ending on the Covenant End Date:
(i) Executive will not directly or indirectly solicit,
hire or attempt to hire for any purpose whatsoever
(whether as an employee, consultant, advisor,
independent contractor or otherwise) any employee or
consultant of CORE or any of its Affiliates or any
person who was an employee or consultant of any such
corporation or corporations (and will not assist any
subsequent employer of Executive or related entity or
person in taking any such actions);
(ii) Executive will not induce or attempt to induce any
customer, client, supplier, licensee or other
business relation of CORE or any of its Affiliates to
cease doing business with CORE or any of its
Affiliates or in any way interfere with the
relationship or potential relationship between any
such customer, client, supplier, licensee or business
relation, and CORE or any of its Affiliates; and
(iii) Executive shall not solicit or attempt to solicit, or
accept business from, any entity which at any time
during the twelve month period prior to the date of
termination of Executive's employment with DRMS, was
a client or customer of CORE or any of its Affiliates
for the purpose of doing business with such client or
customer in matters that compete with the business of
CORE or any of its Affiliates. For the purpose of
this covenant, the clients and customers of CORE or
any of its Affiliates shall include those entities
with which CORE or any of its Affiliates had held
discussions or negotiations concerning services of
CORE or any of its Affiliates.
(c) PUBLICLY-HELD STOCK. Nothing herein contained shall prevent
Executive from holding or making an investment in:
(i) securities listed on a national securities exchange
or sold in the over-the-counter market, provided that
such investments do not exceed in the aggregate five
percent (5%) of the issued and outstanding capital
stock of a corporation which is a competitor of CORE
and its Affiliates; or
(ii) interests in a mutual fund or other pooled investment
vehicle in which Executive has less than a five
percent (5%) interest.
(d) CONFIDENTIAL INFORMATION. Executive has previously executed and
delivered to DRMS the DRMS standard non-disclosure agreement with respect to
confidential information. Executive hereby re-affirms all his obligations
pursuant to the DRMS standard non-disclosure agreement in the form attached
hereto as EXHIBIT A, which is hereby made a part of this Agreement.
(e) INJUNCTIVE RELIEF. Without intending to limit the remedies
available to CORE or any of its Affiliates, Executive acknowledges that a breach
of any of the covenants contained in this Agreement could result in material
irreparable injury to CORE or any of its Affiliates for which there might be no
adequate remedy at law, and that, in the
event of such a breach or threat thereof, CORE or any of its Affiliates shall be
entitled to obtain (i) from a court of competent jurisdiction or by order of a
duly appointed arbitrator, a temporary restraining order and/or a preliminary
injunction, and (ii) through a final arbitrator's decision, a permanent
injunction, in either such case restraining Executive from engaging in any
activities prohibited by this Agreement or such other equitable relief as may be
required to enforce specifically any of the covenants of this Agreement.
(f) REASONABLENESS OF RESTRICTIONS. The parties are of the view that
the restrictions placed on Executive herein, in the light of all the
circumstances are reasonable as to scope, period of time and geographical area.
Nevertheless, it is the intent of the parties that this Agreement be enforceable
and restrict Executive's activities only to the extent permitted by law.
Accordingly, in the event that any provisions in this Agreement shall be
determined by arbitrators or by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time over too
large a geographic area or range of activities, it shall be interpreted to
extend only over the maximum period of time, geographic area or range of
activities as to which it may be enforceable.
(g) DEFINITION OF "AFFILIATE." For the purposes of this Agreement,
"Affiliate" with respect to CORE shall mean Fortis, FBIC, DRMS and all direct
and indirect subsidiaries of such entities. "Affiliate" with respect to DRMS
shall mean Fortis, FBIC, and all direct and indirect subsidiaries of DRMS, if
any.
10. AVAILABILITY OF RECORDS. During the Term and for a period extending
to the later of (i) one (1) year after the expiration or earlier termination of
the Term and (ii) July 1, 2004, DRMS and CORE agree to make available to
Executive, his executors, administrators or heirs, for inspection on the
premises of DRMS or CORE, as applicable, during normal working hours, copies of
any records relating to activities while employed by DRMS and which relate to
any rights or benefits to which Executive was entitled at the time of his
termination of employment. However, upon the termination of this Agreement,
Executive shall not be entitled to retain any records or charts of DRMS or CORE
in his possession, and shall deliver all such materials to DRMS or CORE, as
appropriate, promptly following the effective date of termination.
11. ARBITRATION. Any controversy or claim arising under or relating to
this Agreement, or breach thereof, shall be settled by arbitration in Cumberland
County, Maine in accordance with the rules of the American Arbitration
Association as in effect from time to time. Judgment upon the award rendered may
be entered in any court having jurisdiction thereof.
Notwithstanding anything contained in this Section 11, Executive agrees
that, in the event of any actual or threatened breach by Executive of his
undertakings in Section 9, DRMS or CORE shall be entitled to immediate temporary
injunctive and other temporary equitable relief awarded in or in addition to the
arbitration as provided herein, which arbitration need not have occurred at the
time such relief is sought but shall be subject to modification as necessary to
give effect to the arbitrator's final award.
12. ASSIGNABILITY. This Agreement shall inure to the benefit of the
successors and assigns of DRMS and CORE. However, this Agreement is personal to
Executive, and he may not assign any of his rights or obligations hereunder.
13. AMENDMENTS. No amendment of or variation in the terms of this
Agreement shall be valid unless made in writing and signed by Executive and duly
authorized representatives of DRMS and CORE.
14. NOTICES. Any notice required or permitted under this Agreement
shall be in writing and shall be given (and shall be deemed to have been duly
given upon receipt) by delivery in person, or by overnight delivery, facsimile,
telegram or other standard form of telecommunications, or certified or
registered mail, postage prepaid, return receipt requested, to the Supervisor at
FBIC or his or her last known business address, with a copy to the last known
home office of DRMS or CORE, as applicable, or to the last known personal
address (in the case of Executive).
15. RULES OF CONSTRUCTION; HEADING AND VALIDITY. This Agreement shall
be constructed in accordance with the laws of Maine.
The headings contained in this Agreement are for reference only and
shall not limit or otherwise affect the meaning of any provision of this
Agreement.
If any provision of this Agreement or portion of such provision, or the
application thereof under any circumstances, is held invalid by final
arbitrator's award or final order of a court of competent jurisdiction, the
remainder of this Agreement (or the remainder of such provision) and the
application thereof under other circumstances shall not be affected by such
partial invalidity.
In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted by all the parties. No
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.
In the event of any inconsistency between this Agreement and DRMS
personnel policies, the terms and provisions of this Agreement shall apply and
control.
The provisions of this Agreement shall survive the termination of this
Agreement or of Executive's employment hereunder to the fullest extent required
to give effect to the rights and obligations of the parties, including but not
limited to the provisions of Sections 8, 9, and 10 hereof, that are to be
observed, carried out or performed after such termination.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties hereto pertaining to the subject matter hereof and, when
effective, supersedes all prior agreements, understandings, negotiations and
discussions, whether oral
or written of the parties, and there are no warranties, representations or other
agreements between the parties in connection with the subject matter hereof,
except as are specifically set forth herein. Except as otherwise provided by
this Agreement, no supplement, modification, or termination of this Agreement
shall be binding unless executed in writing by all parties hereto. No waiver of
any of the provisions of this Agreement shall be binding unless executed in
writing by the party to be bound thereby nor shall a given waiver be deemed or
shall constitute a waiver of any other provision hereof (whether or not
similar), nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.
IN WITNESS WHEREOF, the parties to this Agreement have caused the same
to be signed as of the date first above written and effective as of the
Effective Date.
CORE, INC.
("CORE")
By: /s/ Xxxxxx X. Xxxxxxxxx XX
-------------------------------------
Xxxxxx X. Xxxxxxxxx XX
Chairman and Chief Executive Officer
DISABILITY REINSURANCE MANAGEMENT
SERVICES, INC. . ("DRMS")
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxxx
Managing Director and President
/s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx
("Executive")
ATTACHMENTS AND EXHIBITS
Exhibit A - Non-Disclosure Agreement
Exhibit B - Inventive and Annual Bonuses, including:
Schedule of Incentive Bonuses - Primary
Schedule of Incentive Bonuses - Trailing
Schedule of 2001 Annual Bonus Structure
