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EXHIBIT 6
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of October
11, 1999, between The Centris Group, Inc., a Delaware corporation (the
"Company"), and Xxxxx X. Xxxxxxx ("Xxxxxxx"). Capitalized terms not defined
herein shall have the meanings ascribed to them in the Merger Agreement
(hereafter defined).
RECITALS
A. The Company, HCC Insurance Holdings, Inc., a Delaware corporation
("HCC") and Merger Sub of Delaware, Inc., a Delaware corporation ("Merger
Subsidiary"), have entered into an Agreement and Plan of Merger, dated as of
October 11, 1999, relating to the acquisition of the Company by HCC (the "Merger
Agreement").
X. Xxxxxxx has served as a director, Chairman of the Board, President and
Chief Executive Officer of the Company, and has gained an expertise in the
specialty insurance business conducted by the Company.
C. HCC has advised Xxxxxxx that his service as a director and officer of
the Company will be terminated on the date that the Merger Subsidiary accepts
for payments at least a majority of Company Shares pursuant to the Offer.
D. HCC desires that the Company continue to receive the benefit of
Xxxxxxx'x expertise for six months following termination of his full-time
employment by having him serve as an independent consultant to the Company.
AGREEMENT
In consideration of the mutual covenants and agreements contained herein,
the parties hereby agree as follows:
1. Term. The term of this Agreement shall commence on the first day after
the Merger Subsidiary accepts for payments at least a majority of Company Shares
pursuant to the Offer and shall expire six months thereafter (the "Term").
2. Consulting Services. During the Term of this Agreement, Xxxxxxx shall
provide the Company consulting services as reasonably requested by the Company
(the "Services"). Without limiting the foregoing, the Services shall include
strategic, management and financial advisory services comparable to such
services he heretofore provided the Company as its Chief Executive Officer, all
such Services to be provided as requested by the Company. Xxxxxxx shall have no
authority to act on behalf of the Company. The services provided herein by
Xxxxxxx shall not preclude Xxxxxxx from accepting any full or part time
employment with any other employer or from engaging in consulting services for
any other company or entity. The Company agrees that Xxxxxxx may give such other
obligations priority over Xxxxxxx'x obligations hereunder.
3. Consulting Compensation. For Services, the Company shall pay Xxxxxxx
$30,000 per month and for Xxxxxxx'x covenants of nonsolicitation and
confidentiality under this Agreement, the Company shall pay Xxxxxxx $30,000 per
month (a total of $360,000 for the six months), payable at the same times per
month as the Company's regular compensation schedule for employees (with the
first and last calendar months of the period covered by this Agreement prorated
as necessary). Any payments not made by the Company as required hereunder shall
bear interest at 8% per annum.
4. Expenses; Transportation. If the Company requests that Xxxxxxx incur
expenses in connection with the Services that he is to provide under this
Agreement, the Company shall pay directly or reimburse Xxxxxxx for all such
expenses (including travel on a first class basis). Xxxxxxx agrees to provide
the Company verification of all expenses as currently required by the Company.
During the term of this Agreement, the
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Company agrees to permit Xxxxxxx to continue to utilize the Company automobile
currently provided to him and to pay for all expenses thereof (including
operating expenses) on the same basis as is in effect on the date hereof.
5. No Withholding. Because Xxxxxxx is retained as an independent contractor
and not as an employee, the Company and Xxxxxxx acknowledge and agree that no
federal and state taxes or social security contributions shall be made by the
Company from the payments made to Xxxxxxx pursuant to Section 3, and that
Xxxxxxx will remain solely liable for the payment of all such taxes. Xxxxxxx
further acknowledges that the Company will report compensation paid pursuant to
this Agreement on a Form 1099 at the end of the year 2000.
6. Continuation of Employment. Nothing contained in this Agreement shall be
construed to create or imply any contract of employment between Xxxxxxx and the
Company, to confer upon Xxxxxxx any right to continue in the employ of the
Company (either before or after the Offer is consummated) or to confer on the
Company any right to require Xxxxxxx'x continued employment.
7. Nonsolicitation. Xxxxxxx hereby covenants that during the term of this
Agreement he will not, directly or indirectly, (i) solicit or engage in any
discussions relating to the hiring of any Company employee to become an employee
of any other trade or business or as a consultant to any other trade or business
or (ii) solicit or engage in any discussions with any person or entity to
terminate such person's contractual and/or business relationship with the
Company.
8. Confidentiality. Xxxxxxx agrees that during the Term of this Agreement,
he will not disclose to any person, or otherwise use or exploit, any proprietary
or confidential information, including without limitation trade secrets,
customer lists, proposals, reports, methods, processes, techniques, computer
software or programming, budgets or other financial information or non-public
information, regarding the Company, its business, properties or affairs,
obtained by Xxxxxxx at any time during Xxxxxxx'x employment by the Company,
except to the extent necessary in the performance of his duties for the Company.
This Section 8 shall not apply to information that is in the public domain,
information that is generally known in the insurance industry, or information
that Xxxxxxx can demonstrate he acquired independently of his employment with or
in rendering Services to the Company.
9. Indemnification. The Company shall indemnify Xxxxxxx to the same extent
and subject to the same limitations as if he was an officer or employee of the
Company with respect to any work undertaken by Xxxxxxx at the Company's request
under this Agreement.
10. Notices. All notices, demands or other communications provided for in
this Agreement shall be in writing and shall be delivered during normal business
hours by hand, by Federal Express, United Parcel Service or other reputable
overnight delivery service, by telecopy (confirmation of receipt received), or
by United States mail, certified or registered, return receipt requested, and
shall be deemed delivered when so delivered by hand, overnight delivery or
telecopy, or if mailed five days after the date of mailing, properly addressed
as follows:
If to the Company: If to Xxxxxxx:
The Centris Group, Inc. Xxxxx X. Xxxxxxx
650 Town Center Drive 00000 Xxxxx Xxxxxx Xxxx
Xxxxx Xxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
Attn: Chief Executive Officer Telecopy: (000) 000-0000
Telecopy: (000) 000-0000
or such other address as either party may have furnished to the other in writing
in accordance herewith.
11. Miscellaneous. No provisions of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by Xxxxxxx and the Company. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or
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dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not set forth expressly in this Agreement.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws, and not the laws pertaining to choice or
conflicts of laws, of the State of California.
13. Validity. The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
15. Legal Fees and Expenses. It is the intent of the Company that Xxxxxxx
not be required to incur any legal fees or disbursements associated with the
enforcement of his rights under this Agreement. The Company or its successor
shall pay or cause to be paid and shall reimburse Xxxxxxx for any and all
reasonable attorneys' and related fees and expenses so incurred by Xxxxxxx.
16. Successors. The parties expressly agree that this Agreement shall be
binding upon and inure to the benefit of their respective subsidiaries,
affiliated companies, heirs, administrators, successors and assigns, as
applicable.
17. Modification. The parties understand and agree that this Agreement may
not be altered, amended, modified, or otherwise changed in any respect or
particular whatsoever except in writing duly executed by each of the Parties or
their authorized representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
THE CENTRIS GROUP, INC.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President,
Chief Operations Officer,
Secretary and General Counsel
XXXXXXX
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
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