Exhibit 10.22
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated January 9, 1991, is made between HILB, XXXXX AND
XXXXXXXX COMPANY, a Virginia corporation ("HRH"), and Xxxxxxx X. Xxxxxx
("Employee"), a resident of Richmond, Virginia.
RECITALS
WHEREAS, HRH desires that Employee be employed for the period of time
and in a capacity with HRH as specified herein;
WHEREAS, Employee desires to accept such employment subject to the
terms and conditions specified herein; and
NOW, THEREFORE, in consideration of the premises stated above and the
sum of $1.00, receipt of which is acknowledged by Employee, HRH's employment or
continued employment of Employee, and the mutual promises contained in this
Agreement, the parties agree as follows:
1. EMPLOYMENT; TERM, RENEWAL, COMPENSATION. HRH agrees to employ
Employee for an initial term of three (3) years (the "Initial Term), effective
as of January 1, 1991 ("Effective Date), and to compensate Employee as described
herein.
Upon the expiration of the Initial Term, Employee shall continue in the
employ of HRH, upon the same terms and conditions as provided herein, until
either HRH or Employee gives the other party ninety (90) days advance written
notice of its or his intention to discontinue such relationship as of a specific
future date.
Employee's principal areas of responsibility shall be those of Senior
Vice President & Treasurer of HRH. HRH agrees that Employee shall have such
executive powers and authority as may reasonably be required by him in order to
discharge his duties in an efficient and proper manner.
Employee's base annual salary at the beginning of the Initial Term will
be $82,000.00, payable semi-monthly, as earned.
Employee's compensation shall be reviewed by HRH not less frequently
than annually during the term of this Agreement and any extensions or renewals
thereof, may be adjusted upward or downward in HRH's sole discretion and shall
be full compensation for all services performed by Employee under this
Agreement, provided however, notwithstanding anything said to the contrary,
Employee shall not be paid a base salary less than $82,000.00 per annum during
the Initial Term.
2. FULL EFFORTS OF EMPLOYEE. Employee agrees (i) to devote his
full business time and energies to the business and affairs of HRH, (ii) to use
his best efforts, skills and abilities to promote the interests of HRH and its
other subsidiaries and (iii) to perform faithfully and to the best of his
ability all assignments of work given to him by HRH. During the course of his
employment hereunder, Employee shall not, directly or indirectly, enter into or
engage in any business which competes with the business of HRH without the
written consent of HRH.
3. CONFIDENTIAL INFORMATION. Employee acknowledges that, in the
course of his employment hereunder, he will become acquainted and entrusted with
certain confidential information and trade secrets of HRH and the HRH Companies
(any company directly owned by or operationally or administratively controlled
by HRH, is herein referred to as the "HRH Companies"), concerning acquisitions,
prospects for acquisitions and customers and prospects of HRH and the HRH
Companies ("HRH Customers"), which confidential information includes, but is not
limited to, customer lists, financial data and marketing programs of HRH and the
HRH Companies, policy expiration dates, policy terms, conditions and rates,
customers' risk characteristics, and information concerning the insurance
markets for large or unusual commercial risks ( the "Confidential Information").
Employee agrees that he will safeguard the Confidential Information from
exposure to, or appropriation by, unauthorized persons and that he will not,
without the prior written consent of HRH during the term of this Agreement or
any time thereafter, divulge or make any use of the Confidential Information
except as may be required in the course of his employment hereunder. Upon
termination of his employment, Employee promises to deliver to HRH all
materials, including personal notes and reproductions, relating to the
Confidential Information, to HRH and the HRH Companies, and to the HRH
Customers, which are in his possession or control. Employee agrees that
compensation and benefits otherwise owing to him may be withheld for failure to
comply with the terms of this paragraph.
4. EMPLOYEE COVENANTS. Employee agrees that during the initial
term of his employment under this Agreement and during any extension of such
term, and for an additional period of three years after the first to occur of
(i) the expiration of the initial term of his employment under this Agreement or
any extension of such term, (ii) his voluntary resignation or departure from the
employment of HRH, or (iii) his inability to perform his duties under this
Agreement for reason of mental or physical disability for a continuous period in
excess of 180 days, Employee will not:
a) Compete, directly or indirectly, with HRH or the HRH Companies
within the City of Richmond, Virginia, and a 000-xxxx xxxxxx xx xxx Xxxx xx
Xxxxxxxx, Xxxxxxxx or within the City or County in which any HRH Company is
located; or
b) Disclose to any other person, firm or corporation the names or
addresses of any of the customers of HRH or HRH Companies, who were customers at
any time during the term of this Agreement or any extension hereof or
communicate with or contact in any manner whatsoever such customers of HRH or
HRH Companies, regardless of location, for the purpose of: (i) inducing such
customers to patronize any business other than that of HRH or HRH Companies,
(ii) canvassing, soliciting or accepting from any such customers any business
relating to the insurance agency business; (iii) requesting or advising any
customers of HRH or
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HRH Companies, to withdraw, curtail or cancel such customer's business with HRH
or HRH Companies; nor will he induce or attempt to induce any employee of HRH or
HRH Companies to leave the employ of his respective employer;
(c) (i) The term "insurance agency business" as used herein
shall be deemed to include, without limitation, the
sale, and servicing of policies of life, health,
group, casualty, or other forms of insurance.
(ii) The word "compete" as used herein shall be deemed to
include, without limitation; (a) permitting use of
Employee's name in competition with HRH or HRH
Companies; (b) becoming or being an employee (in any
capacity in which he performs services comparable to
any services performed for HRH hereunder), owner,
partner, agent, stockholder (other than a stockholder
in a corporation listed on a national securities
exchange, or a corporation whose securities are
traded in the over-the-counter market), director or
officer of any person, firm or corporation that
engages, directly or indirectly, in the insurance
agency business, or (c) undertaking to perform
services comparable to any services performed for HRH
pursuant to this Agreement on behalf of any person,
firm or corporation.
5. EMPLOYEE BREACH OF AGREEMENT. If, during the period of three
(3) years following the termination of employment hereunder, any commission or
fee becomes payable to Employee or to any person, firm, partnership, corporation
or other entity by or with whom Employee is then employed or affiliated, as a
result of a violation by Employee of the provisions of paragraph 3 or 4 of this
Agreement, Employee agrees to promptly pay to HRH an amount equal to 75% of such
commission or fee.
In addition, the parties agree that, in the event of a breach by
Employee of the terms of paragraph 3 or 4, monetary damages alone will not be
sufficient to protect the interests of HRH and, as a result, that HRH shall be
entitled to injunctive relief against Employee to prevent the breach of any such
provisions hereunder. It is further agreed that the foregoing remedies shall be
cumulative and not exclusive, and shall be in addition to any other remedies
available to HRH at law or in equity.
6. STANDARDS OF PERFORMANCE; CAUSE. In addition to the full
efforts required of Employee in paragraph 2 hereof and notwithstanding anything
herein to the contrary, Employee's employment may be terminated or altered,
without notice, in the discretion of HRH, prior to the expiration (including
renewals) of this Agreement for "Cause." For purposes hereof and without
limitation Cause shall include any dishonest, criminal or immoral conduct or any
act which will have more than a nominal adverse effect against HRH and shall
also include the failure of Employee, whether through incompetence,
inefficiency, negligence, inability, incapacity or otherwise, to observe or
perform any of his duties or obligations hereunder.
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7. TERMINATION UPON OCCURRENCE OF LONG-TERM DISABILITY. HRH may
terminate this Agreement, at its sole option, upon the occurrence of "Long-Term
Disability." "Long-Term Disability" means a physical or mental incapacity, or
any combinations thereof, which has prevented Employee from performing the
duties customarily assigned to him by HRH for one hundred-eighty (180) days,
whether or not consecutive, out of any twelve (12) consecutive months, and which
thereafter can reasonably be expected by HRH to continue or to recur with
similar frequency.
8. ATTORNEYS' FEES. In any dispute over this Agreement or in
pursuit of any remedy permitted under this Agreement, each party shall bear its
own costs and fees, including attorneys' fees, irrespective of the laws of that
jurisdiction concerning such fees and costs.
9. SEVERABILITY. If any provision of this Agreement or any part
of any provision of this Agreement is determined to be unenforceable for any
reason whatsoever, it shall be severable from the rest of this Agreement and
shall not invalidate or affect the other portions or parts of the Agreement,
which shall remain in full force and effect and be enforceable according to
their terms.
10. GOVERNING LAW. This Agreement shall be construed under and
governed by the laws of the Commonwealth of Virginia.
11. CASE AND GENDER. Wherever required by the context of this
Agreement, the singular and plural cases and the masculine, feminine and neuter
genders shall be interchangeable.
12. NONWAIVER. The waiver by HRH of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach or as a waiver of any other provisions of this Agreement.
13. CAPTIONS. The captions provided in this Agreement are intended
for descriptive and reference purposes only and are not intended to limit the
applicability of the terms of any paragraph to that caption.
14. SUCCESSION. This Agreement shall be binding upon the parties
hereto and is not assignable by Employee. This Agreement shall inure, however,
to the benefit of HRH's respective successors and assigns, including without
limitation, any successor corporation by way of merger and consolidation or any
entity which purchases substantially all of the assets of HRH.
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WITNESS the following signatures.
HRH:
HILB, XXXXX AND XXXXXXXX COMPANY
By: /s/ Xxxxxx X. Xxxx
----------------------------------------
Its: President
-----------------------------------
EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxxx X. Xxxxxx
--------------------------------------------
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AMENDMENT NUMBER ONE
THIS AMENDMENT NUMBER ONE, dated September 1, 1991, by and between
Hilb, Xxxxx and Xxxxxxxx Company, a Virginia corporation (hereinafter called
"HRH"), and Xxxxxxx X. Xxxxxx of Richmond, Virginia (hereinafter called
"Employee"):
W I T N E S S E T H :
WHEREAS, HRH and Employee have heretofore entered into a certain
Employment Agreement ("Employment Agreement"; terms defined therein being used
herein as therein defined) dated as of January 1, 1991; and
WHEREAS, HRH and Employee desire to make amendments to the Employment
Agreement as set forth below;
1. For all purposes therein, Section 1 of the Employment
Agreement is hereby amended by deleting the amount of $82,000 and substituting
in lieu thereof the amount of $88,000.
2. All other provisions or terms of the Employment Agreement are
hereby ratified and confirmed, including, but not limited to, the provisions and
terms of Section 4 thereof.
3. The effective date of this Amendment Number One is September
1, 1991.
IN WITNESS WHEREOF, HRH has caused this Agreement to be executed by its
officers thereunto duly authorized and Employee has hereunto set his hand and
seal, all as of the day and year first above written.
HILB, XXXXX AND XXXXXXXX COMPANY
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Its: President
-----------------------------
ATTEST:
/s/ Xxx X. Xxxxx
----------------------------------
/s/ Xxxxxxx X. Xxxxxx
----------------------------(SEAL)
Xxxxxxx X. Xxxxxx
WITNESS BY:
/s/ Xxx X. Xxxxx
-----------------------------------
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AMENDMENT NUMBER TWO
THIS AMENDMENT NUMBER TWO, dated September 1, 1993, by and between
Hilb, Xxxxx and Xxxxxxxx Company, a Virginia corporation (hereinafter called
"HRH"), and Xxxxxxx X. Xxxxxx of Richmond, Virginia (hereinafter called
"Employee"):
W I T N E S S E T H :
WHEREAS, HRH and Employee have heretofore entered into a certain
Employment Agreement ("Employment Agreement"; terms defined therein being used
herein as therein defined) dated as of January 1, 1991; and
WHEREAS, HRH and Employee desire to make amendments to the Employment
Agreement as set forth below;
1. For all purposes therein, Section 1 of the Employment
Agreement is hereby amended by deleting the amount of $88,000 and substituting
in lieu thereof the amount of $102,000.
2. All other provisions or terms of the Employment Agreement are
hereby ratified and confirmed, including, but not limited to, the provisions and
terms of Section 4 thereof.
3. The effective date of this Amendment Number Two is September
1, 1993.
IN WITNESS WHEREOF, HRH has caused this Agreement to be executed by its
officers thereunto duly authorized and Employee has hereunto set his hand and
seal, all as of the day and year first above written.
HILB, XXXXX AND XXXXXXXX COMPANY
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Its: President
-----------------------------
ATTEST:
/s/ Xxx X. Xxxxx
----------------------------------
/s/ Xxxxxxx X. Xxxxxx
----------------------------(SEAL)
Xxxxxxx X. Xxxxxx
WITNESS BY:
/s/ Xxx X. Xxxxx
-----------------------------------
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AMENDMENT NUMBER THREE
THIS AMENDMENT NUMBER THREE, dated January 1, 1995, by and between
Hilb, Xxxxx and Xxxxxxxx Company, a Virginia corporation (hereinafter called
"HRH"), and Xxxxxxx X. Xxxxxx of Richmond, Virginia (hereinafter called
"Employee"):
W I T N E S S E T H :
WHEREAS, HRH and Employee have heretofore entered into a certain
Employment Agreement ("Employment Agreement"; terms defined therein being used
herein as therein defined) dated as of January 1, 1991; and
WHEREAS, HRH and Employee desire to make amendments to the Employment
Agreement as set forth below;
1. For all purposes therein, Section 1 of the Employment
Agreement is hereby amended by deleting the amount of $102,000 and substituting
in lieu thereof the amount of $120,000.
2. All other provisions or terms of the Employment Agreement are
hereby ratified and confirmed, including, but not limited to, the provisions and
terms of Section 4 thereof.
3. The effective date of this Amendment Number Three is January
1, 1995.
IN WITNESS WHEREOF, HRH has caused this Agreement to be executed by its
officers thereunto duly authorized and Employee has hereunto set his hand and
seal, all as of the day and year first above written.
HILB, XXXXX AND XXXXXXXX COMPANY
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Its: President
-----------------------------
ATTEST:
/s/ Xxx X. Xxxxx
----------------------------------
/s/ Xxxxxxx X. Xxxxxx
----------------------------(SEAL)
Xxxxxxx X. Xxxxxx
WITNESS BY:
/s/ Xxx X. Xxxxx
-----------------------------------
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