Exhibit 10(jj)
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FPIC INSURANCE GROUP, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the 14th day
of December, 2001 by and between FPIC Insurance Group, Inc., a Florida
corporation, with its principal place of business at 000 Xxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as "Employer"), and
Xxxxxxx Goes Xxxx, an individual presently residing at 0000 Xxxxx Xxxx Xxxxx,
Xxxxxxxxxxxx Xxxxx, XX 00000 (hereinafter referred to as "Employee").
WITNESSETH:
WHEREAS, Employer desires to retain the services of Employee as the
Senior Vice President, Corporate Counsel and Secretary and Employee desires to
perform such services for Employer on the terms and conditions set forth herein;
WHEREAS, Employee represents and Employer acknowledges that Employee is
fully qualified, without the benefit of any further training or experience, to
perform the responsibilities and duties, with commensurate authorities, of the
position of Senior Vice President, Corporate Counsel and Secretary; and
WHEREAS, Employee agrees to devote Employee's full time and business
effort, attention and energies to the diligent performance of Employee's duties
hereunder;
NOW, THEREFORE, Employer and Employee, intending to be legally bound,
covenant and agree as follows:
1. Terms of Employment.
(a) Employee's employment hereunder shall be for an initial term beginning
December 14, 2001 and ending December 31, 2003, which term shall be
extended for an additional twelve months at the end of each twelve month
period, commencing with the twelve month period ending December 31,
2002, upon Employer's Board of Directors (from time to time herein
referred to as the "Board"), or a committee thereof, giving notice to
Employee prior to the end of such twelve month period that it wishes to
extend this Employment Agreement for an additional twelve month period.
(b) In the event Employer does not give notice to Employee prior to the end
of any twelve month period, commencing with the twelve month period
ending December 31, 2002, that it wishes to extend this Employment
Agreement as specified in subparagraph 1(a) above, Employee may
voluntarily terminate Employee's employment under this Employment
Agreement by thereafter giving at least ninety (90) days written notice
to Employer. Following the effective date of such voluntary termination,
Employee shall continue to receive Employee's annual salary, payable as
immediately prior to termination, plus all benefits to which Employee is
then entitled under subparagraph 2(e) below, for the balance of the term
of this Employment Agreement; provided, that if Employer is unable to
continue to provide any such benefits to Employee at substantially the
same cost it would incur were Employee still employed by Employer (the
"Benefit Cost"), Employer shall have the right to pay Employee the
Benefit Cost of such benefits in lieu of continuing to provide such
benefits to Employee. It is provided, however, if Employee directly or
indirectly engages in or acts as an employee of or consultant for any
trade or occupation that is in competition with Employer, such salary
and benefits shall thereupon terminate.
(c) The duties of Employee shall be as determined by the Board in accordance
with this Employment Agreement and the By-Laws of Employer in effect
from time to time. Without limiting the generality of the foregoing,
Employee shall report to and advise the Board regarding the management
and operation of Employer's business. Employee agrees to devote
Employee's full time business efforts, attention and energies to the
diligent performance of Employee's duties hereunder and will not, during
the term hereof, accept employment, full or part-time, from any other
person, firm, corporation, governmental agency or other entity that, in
the reasonable opinion of the Board, would conflict with or detract from
Employee's capable performance of such duties, provided, however,
Employee may devote reasonable amounts of time to activities of a public
service, civic, or not-for-profit nature.
2. Compensation and Expenses. Employer shall pay, or
provide, and Employee shall accept as full consideration for the
services to be rendered hereunder, and as a reimbursement or provision
for expenses incurred by Employee, the following:
(a) An annual salary of $125,000 payable in twenty-four (24) equal payments
during each annual period of this Employment Agreement; provided,
however, that effective January 1 of each year beginning in 2002,
Employee's annual compensation shall be increased in accordance with the
provision for salary increases set forth in paragraph (b) below.
Employee's minimum total compensation, which in no event may be reduced
in whole or in part, shall be the annual salary at the rate of
compensation received by Employee for any given period of time or at the
time of Employee's termination.
(b) Annual performance reviews will determine annual salary increases to
which Employee becomes entitled, effective January 1, 2002, based upon
Employer's then current Compensation Program.
(c) Incentive compensation payable with respect to each year beginning with
the year 2001 based on Employee's individual performance and the
performance of Employer for such year pursuant to Employer's then
current Executive Incentive Compensation Program.
(d) Any additional compensation payable by resolution of the Board for
outstanding performance.
(e) Such benefits as may be made available from time to time to senior
management employees of Employer, but at no time less than: (i) an
automobile allowance of $300 per month ($400 per month beginning
January 1, 2002) and (ii) initiation fees, dues and assessments of
membership in a club of Employee's choice, as reasonably approved by
Employer's Board or an appropriate committee thereof.
3. Expenses. Employer agrees to reimburse Employee for
ordinary and necessary expenses incurred by Employee in performing
services for Employer pursuant to the terms of this Employment
Agreement, in accordance with established corporate policies and legal
requirements.
4. Termination. Unless the employment of Employee
previously has been terminated pursuant to subparagraph 1(b), this
Employment Agreement may be terminated in the manner set forth in
subparagraphs (a) through (f) below.
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(a) Voluntary Termination by Employee.
Employee may terminate this Employment Agreement at any time by giving
at least ninety (90) days written notice to Employer, with no further obligation
on Employer's part under this Agreement after the effective date of such
termination.
(b) Voluntary Termination by Employer.
Employer may terminate this Employment Agreement at any time for any
reason sufficient to it, by act of its Board. Such termination shall be
immediately effective. Following such voluntary termination, Employee shall
continue to receive Employee's annual salary, payable as immediately prior to
termination, together with any benefits accrued to the date of termination, plus
all benefits to which Employee is then entitled under subparagraph 2(e) above,
for the balance of the then current Employment Agreement; provided, that if the
Employer is unable to continue to provide any such benefits to Employee at
substantially the Benefit Cost, Employer shall have the right to pay Employee
the Benefit Cost of such benefits in lieu of continuing to provide such benefits
to Employee. It is provided, however, if Employee directly or indirectly engages
in or acts as an employee of or consultant for any trade or occupation that is
in competition with Employer, such salary and benefits shall thereupon
terminate.
(c) Permanent Disability of Employee.
If Employee has been, for substantially all the normal working days
during three (3) consecutive months, unable to perform Employee's
responsibilities and duties and to exercise Employee's authorities in a
satisfactory manner due to mental or physical disability, then Employee may be
deemed "permanently disabled," and Employee's employment may be terminated at
the election of the Board. Any determination of permanent disability made by
Employer shall be final and conclusive. In the event that Employer deems
Employee "permanently disabled," Employee shall be entitled to receive the
unpaid balance of Employee's annual salary, together with other accrued benefits
pursuant to subparagraph 2(e) above to the date of the determination of being
permanently disabled, payable as immediately prior to termination for the
remaining term of this Employment Agreement, less any amount received by
Employee under any Employer-provided long term disability coverage and/or
program; provided, that if Employer is unable to continue to provide any such
benefits to Employee at substantially the Benefit Cost, Employer shall have the
right to pay Employee the Benefit Cost of such benefits in lieu of continuing to
provide such benefits to Employee. It is provided, however, if Employee directly
or indirectly engages in or acts as an employee of or consultant for any trade
or occupation that is in competition with Employer, such salary and benefits
shall thereupon terminate.
(d) Death of Employee.
This Employment Agreement shall terminate on the date of Employee's
death, and Employer shall pay, in a lump sum, to the estate or personal
representative of Employee the unpaid balance of Employee's annual salary,
together with other accrued benefits under subparagraph 2(e) above, to the date
of death.
(e) Termination for Cause.
Employer's Board may terminate this Agreement for Cause (as defined
below), but only after a written notice specifying the Cause has been submitted
to Employee. Employee shall be granted a reasonable opportunity to respond to
the notice, in writing, and in an appearance before the Board. A determination
by the Board to terminate this Agreement for Cause may be made at a
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meeting of the Board at which a quorum is present and by a vote of at least a
majority of the entire then current membership of the Board. If Employer
terminates this Employment Agreement for Cause under this subparagraph, Employer
shall not be obligated to make any further payments or provide any further
benefits under this Employment Agreement other than amounts accrued at the time
of such termination. "Cause" for the purposes of this Agreement consists of the
following:
(i) Employee's commission of dishonest acts, fraud, misappropriation, or
embezzlement affecting Employer;
(ii) Employee's commission of any felony under state or federal law; or
(iii) the failure or refusal of Employee to comply with any reasonable lawful
policy, directive or instruction of the Board, consistent with subparagraph l(c)
hereof.
(f) Constructive Discharge. Employee may terminate this Employment Agreement
in the event of Constructive Discharge (as defined below) by providing
written notice to Employer within three months after the occurrence of
such event, specifying the event relied upon for a Constructive
Discharge. "Constructive Discharge" shall mean any (i) material change
by Employer of Employee's position to an inferior position from that in
effect on the date of this Agreement, (ii) assignment, reassignment, or
relocation by Employer of Employee without Employee's consent to another
place of employment more than 50 miles from Employee's current place of
employment, (iii) liquidation, dissolution, consolidation or merger of
Employer, or transfer of all or substantially all of its assets, other
than a transaction or series of transactions in which the resulting or
surviving transferee entity has, in the aggregate, a net worth at least
equal to that of Employer immediately before such transaction and
expressly assumes this Agreement and all obligations and undertakings of
Employer hereunder, or (iv) reduction in Employee's base salary or
target bonus opportunity. Following termination of Employee's employment
in the event of a Constructive Discharge, Employee shall continue to
receive Employee's annual salary, payable as immediately prior to
termination, plus all benefits to which Employee is then entitled under
subparagraph 2(e) above, for the balance of this Agreement; provided,
that if Employer is unable to continue to provide any such benefits to
Employee at substantially the Benefit Cost, Employer shall have the
right to pay Employee the Benefit Cost of such benefits in lieu of
continuing to provide such benefits to Employee. It is provided,
however, if Employee directly or indirectly engages in or acts as an
employee of or consultant for any trade or occupation that is in
competition with Employer, such salary and benefits shall thereupon
terminate. Employer and Employee, upon mutual agreement, may waive any
of the foregoing provisions that would otherwise constitute a
Constructive Discharge. Within ten days of receiving such written notice
from Employee, Employer may cure the event that constitutes a
Constructive Discharge.
(g) Return of Property. Upon any termination of this Agreement, Employee
shall immediately turn over to Employer all of Employer's property, both
tangible and intangible. To the extent that such Employer's property
shall constitute a benefit to Employee under this Agreement, Employee
shall receive from Employer the value of that benefit for the remaining
term of this Agreement.
(h) Additional Agreements. Upon any termination of this Agreement,
regardless of the reason for termination, it is agreed:
(i) Inducing Employees of Employer to Leave. Any attempt on the part
of Employee to induce others to leave Employer's or any of its
affiliates' employ, or any efforts by Employee to interfere with
Employer's or any of its affiliates' relationships with other employees,
would be
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harmful and damaging to Employer. Employee expressly agrees that during
the term of this employment and for a period of two (2) years there-
after, Employee will not, in any way, directly or indirectly: (A) induce
or attempt to induce any employee to terminate his or her employment
with Employer or any affiliate of Employer; (B) interfere with or
disrupt Employer's or any of its affiliates' relationship with other
employees; or (C) solicit, entice, take away or employ any person
employed by Employer or any affiliate of Employer.
(ii) Confidentiality. Employee agrees not to, without prior written
consent of Employer, divulge to others, or use, for Employee's own
benefit or for the benefit of others, any intellectual property, trade
secrets or confidential or proprietary information or data of or
regarding Employer or any of its affiliates, including without
limitation, the contents of advertising, customer lists, information
regarding customers or their customers, programming methods, business
plans, strategies, financial statements, copyrights, correspondence or
other records of or regarding Employer or any of its affiliates, except
to the extent to which such information is required by law to be
disclosed to others.
(iii) Remedy. Employee acknowledges that Employee will be conversant
with Employer's affairs, operations, trade secrets, customers,
customers' customers and other proprietary information data; that
Employee's compliance with the provisions of this subparagraph (h) is
necessary to protect the goodwill and other proprietary rights of
Employer; and that Employee's failure to comply with the provisions of
this subparagraph (h) will result in irreparable and continuing damage
to Employer for which there will be no adequate remedy at law. If
Employee shall fail to comply with the provisions of this subparagraph
(h), Employer (and its respective successors and assigns) shall be
entitled to (A) cease making any further payments or providing any
further benefits to Employee and (B) injunctive relief and such other
and further relief as may be proper and necessary to ensure such
compliance.
(iv) Mitigation. In no event shall Employee be obligated to seek other
employment or to take other action by way of mitigation of the amounts
payable to Employee under any of the provisions of this Agreement.
5. Employment Security.
(a) If Employer suffers from any natural or manmade disaster, work stoppage,
civil disobedience, act of war, or any other emergency condition beyond
Employee's control, the term of this Employment Agreement shall remain
in full force and effect as if such event had not taken place.
(b) In the event of the merger, consolidation or acquisition of Employer
with or by any other corporation, corporations or other business
entities, the sale of Employer or a major portion of its assets, or of
its business or good will or any other corporate reorganization
involving Employer, this Employment Agreement shall be assigned and
transferred to the successor in interest as an asset of Employer and the
assignee shall assume Employer's obligations hereunder, and Employee
agrees to continue to perform Employee's duties and obligations here-
under. Failure to assign this Employment Agreement prior to any of the
events set forth in this subparagraph 5(b) will obligate Employer to
fulfill the terms and conditions hereof prior to consummating the
applicable event.
6. Arbitration. In the case of any dispute or disagreement
arising out of or connected with this Agreement, the parties hereby
agree to submit such disputes or disagreements to the American
Arbitration Association within ninety (90) days of such dispute or
disagreement for resolution by a panel of three arbitrators designated
by the American Arbitration Association.
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The panel of arbitrators shall be instructed to render their decision
within one hundred twenty (120) days of the initial submission of the
dispute or disagreement to them. Any decision or award by such
arbitration panel shall be final and binding, and except in a case of
gross fraud or misconduct by one or more of the arbitrators, the
decision or award rendered with respect to such dispute or disagreement
shall not be appealable.
7. Miscellaneous.
(a) All notices, requests, demands, or other communications hereunder shall
be in writing, and shall be deemed to be duly given when delivered or
sent by registered or certified mail, postage prepaid, to Employee's
last home address as provided to and reflected on the records of
Employer and to Employer when personally delivered to Employer's
Secretary or when sent by registered or certified mail, postage prepaid,
to such officer.
(b) Employer hereby agrees that no request, demand or requirement shall be
made to or of Employee that would violate any federal or state law or
regulations.
(c) Should any valid federal or state law or final determination of any
administrative agency or court of competent jurisdiction affect any
provision of this Employment Agreement, the provision so affected shall
be automatically conformed to the law or determination; otherwise, this
Employment Agreement shall continue in full force and effect.
(d) This Employment Agreement is made and entered into in the State of
Florida and its validity and interpretation, and the performance by the
parties hereto of their respective duties and obligations hereunder,
shall be governed by the laws of the State of Florida and of the United
States of America.
(e) This Employment Agreement constitutes the entire agreement between the
parties respecting the employment of Employee, there being no
representations, warranties or commitments except as set forth herein.
(f) This Employment Agreement may be amended only by an instrument in
writing executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the day and date first set forth above.
Employee: FPIC Insurance Group, Inc.
___________________________________ By__________________________________
Xxxxxxx Goes Xxxx Xxxx X. Xxxxx
President and Chief Executive
Officer
___________________________________ ____________________________________
Witness Attest
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