CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of
June 1, 1997, by and between HILB, XXXXX AND XXXXXXXX COMPANY, a
Virginia corporation (the "Company"), and XXXXXX X. XXXX, an
Illinois resident ("Consultant").
RECITALS
A. The Company is engaged in the insurance business and
prior to the date hereof, Consultant served as the Chief
Executive Officer of the Company.
B. Effective as of the Company's annual meeting on May 6,
1997, Consultant resigned as Chief Executive Officer of the
Company and effective as of May 31, 1997, Consultant resigned as
an employee of the Company, and Consultant's resignation was
accepted by the Board of Directors of the Company.
C. The Company desires to continue to receive the benefit
of Consultant's business expertise, knowledge regarding the
insurance industry and extensive experience with the operations
of the Company, and Consultant desires to assist the Company in
its endeavors by providing consulting services to the Company
pursuant to the terms and conditions set forth in this Agreement.
AGREEMENT
In consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Consulting Services. The Company and Consultant agree
that Consultant shall provide the Company with his personal and
unique consulting services as requested by the Board of Directors
and/or the Chief Executive Officer of the Company. Consultant's
consulting services may include advising members of the Company's
management team on matters relating to strategic planning,
mergers and acquisitions opportunities, financing for the Company
and other matters as may be requested from time to time. The
services are not expected to exceed twenty (20) hours per month,
on average.
2. Compensation and Reimbursement of Expenses. As the
total consideration for the services provided by Consultant
hereunder, the Company shall pay Consultant Twenty-Three Thousand
Six Hundred Sixty-Six Dollars ($23,666.00) for each of June, July
and August of 1997 and Seven Thousand Dollars ($7,000.00)
thereafter each month payable on the first day of each month
during the term of this Agreement. The Company shall reimburse
Consultant for all reasonable expenses incurred by him while
providing consulting services to the Company; provided that, all
requests submitted by Consultant for reimbursement by the Company
shall be supported by original receipts and such additional
documentation as is reasonably required by the Company.
3. Term. The term of this Agreement shall commence on the
date first above written and shall continue (unless sooner
terminated by death) until May 31, 2000, after which it will
continue, if desired by the Company's Board of Directors and
Consultant, on a month-to-month basis.
4. Independent Contractor. Consultant's relationship to
the Company shall be that of an independent contractor retained
on a consulting basis. Nothing in this Agreement shall be
construed as creating any type of agency relationship including,
without limitation, that of employer and employee between the
Company and Consultant. Consultant is not an agent of the
Company and has no authority to execute or deliver or to accept
any agreement on behalf of the Company.
5. Office Space. You will be provided office space and
secretarial support comparable to your current space and support
to enable you to carry out your duties under this Agreement.
6. Nonsolicitation. Consultant agrees that during the
period he is providing consulting services to the Company and for
a period of two (2) years after the date this Agreement
terminates, whether or not during the term of this Agreement, he
will not hire any person who was employed by the Company within
the twelve-month period preceding the date of such hiring, or
solicit, entice, persuade or induce, directly or indirectly, any
person or entity doing business with the Company to terminate
such relationship. Consultant acknowledges that the Company will
be irrevocably damaged if the provisions of this Section 6 are
not specifically enforced. Accordingly, Consultant agrees that,
in addition to any other relief to which the Company may be
entitled, the Company will be entitled to seek and obtain
injunctive relief from a court of competent jurisdiction for the
purpose of restraining Consultant from any actual or threatened
breach of this Section 6.
7. Survival. The obligations of Consultant contained in
Section 6 hereof shall survive the termination of this Agreement.
8. Binding Effect. This Agreement shall be binding upon
the parties, their heirs, legal representatives, successors, and
assigns.
9. Entire Agreement. This Agreement supersedes all
agreements previously made between the parties relating to its
subject matter. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
10. Notices. All notices or other documents under this
Agreement shall be in writing and delivered personally or mailed
by certified mail, postage prepaid, addressed to the parties at
their last known addresses.
11. Severability. The unenforceability, invalidity or
illegality of any of the provisions of this Agreement will not
render the other provisions unenforceable, invalid or illegal.
12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Virginia.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
HILB, XXXXX AND XXXXXXXX COMPANY XXXXXX X. XXXX
By /s Xxxxxx X. Xxxxx /s Xxxxxx X. Xxxx
Xxxxxx X. Xxxxx, Chief Executive Officer Xxxxxx X. Xxxx
0309966.02
