UNIVERSAL INSURANCE HOLDINGS, INC.
DIRECTOR SERVICES AGREEMENT
This DIRECTOR SERVICES AGREEMENT is made as of this 12th day of July, 2007
(the "Agreement"), by and between Universal Insurance Holdings, Inc., a Delaware
corporation (the "Company") and Xxxx X. Xxxxxxx (the "Director").
WHEREAS, the Company wishes to enter into this Agreement with the Director
to provide for the terms and conditions under which the Director shall continue
to serve as a non-executive member of the Board of Directors of the Company (the
"Board"); and
WHEREAS, the Director wishes to continue to serve in such capacity under
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto, intending to be legally bound, agree as follows:
1. POSITION. Subject to the terms and conditions of this Agreement, the
Director shall serve as a non-executive member of the Board; provided, however,
that the Director's continued service on the Board shall be subject to any
necessary approval by the Company's stockholders.
2. DUTIES.
(a) During the Directorship Term (as defined in Section 5 hereof), the
Director shall serve as a member of the Board, and the Director shall make
reasonable business efforts to attend all Board meetings, serve on appropriate
subcommittees and as a director or officer of any subsidiary and/or affiliate as
reasonably requested by the Board, make himself available to the Company at
mutually convenient times and places, attend external meetings and
presentations, as appropriate and convenient, and perform such duties, services
and responsibilities and have the authority commensurate to such position.
(b) The Director will use his best efforts to promote the interests of
the Company. The Company recognizes that (i) the Director may be a full-time
executive employee of another entity and that his responsibilities to any such
entity must have priority and (ii) the Director may sit on the Board of
Directors of other entities. As such, the Director will use reasonable business
efforts to coordinate his respective commitments so as to fulfill his
obligations to the Company and, in any event, will fulfill his legal obligations
as a member of the Board. Other than as set forth above, the Director will not,
without the prior written approval of the Board, engage in any other business
activity which could materially interfere with the performance of his duties,
services and responsibilities hereunder or which is in violation of the
reasonable policies established from time to time by the Company, provided that
the foregoing shall in no way limit his activities on behalf of (i) any current
employer and its affiliates or (ii) any board of directors of other entities on
which he currently sits. Further, the Director shall complete and verify
annually such questionnaires as reasonably may be requested by the Company.
3. MONETARY REMUNERATION.
(a) Fees and Compensation. During the Directorship Term the Director
shall receive the following compensation and benefits in consideration of the
services rendered in Section 2 an annual fee of U.S. $80,000.00.
The Director's status during the term of this Agreement shall be that
of an independent contractor and not, for any purpose, that of an employee or
agent with authority to bind the Company in any respect. All payments and other
consideration made or provided to the Director under Sections 3 and 4 hereof
shall be made or provided without withholding or deduction of any kind, and the
Director shall assume sole responsibility for discharging, all tax or other
obligations associated therewith.
(b) Expense Reimbursements. During the Directorship Term, the Company
shall reimburse the Director for all reasonable out-of-pocket expenses incurred
by the Director in attending any in-person meetings, provided that the Director
complies with the generally applicable policies, practices and procedures of the
Company for submission of expense reports, receipts or similar documentation of
such expenses. Any reimbursements for allocated expenses (as compared to
out-of-pocket expenses of the Director) must be approved in advance by the
Company.
4. EQUITY ARRANGEMENTS. Subject to the Board's approval, the Company may
from time to time grant equity awards to the Director including, without
limitation, non-qualified stock options to purchase shares of common stock of
the Company. The terms and conditions of any such awards shall be as specified
in a "Non-Qualified Stock Option Agreement" substantially in the form attached
hereto as Exhibit A or in such other form agreement as approved by the Board.
5. DIRECTORSHIP TERM. The "Directorship Term," as used in this Agreement,
shall mean the period commencing on the date hereof and terminating on the
earliest of the following to occur:
(a) death of the Director ("Death");
(b) termination of the Director's service as a member of the Board by
the mutual agreement of the Company and the Director;
(c) failure of the Company's stockholders to elect the Director in the
Company's annual election of directors to serve on the Board for the next
succeeding year;
(d) resignation by the Director from the Board if after the date
hereof, the Director's employer determines that the Director's continued service
on the Board conflicts with his fiduciary obligations to such employer (a
"Fiduciary Resignation"); and
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(e) resignation by the Director from the Board if the board of
directors or the chief executive officer of the Director's employer requires the
Director to resign and such resignation is not a Fiduciary Resignation.
6. Director's Representation and Acknowledgment. The Director represents to
the Company that his execution and performance of this Agreement shall not be in
violation of any agreement or obligation (whether or not written) that he may
have with or to any person or entity, including without limitation, any prior
employer. The Director hereby acknowledges and agrees that this Agreement (and
any other agreement or obligation referred to herein) shall be an obligation
solely of the Company, and the Director shall have no recourse whatsoever
against any stockholder of the Company or any of their respective affiliates
with regard to this Agreement.
7. DIRECTOR COVENANTS.
(a) Unauthorized Disclosure. The Director agrees and understands that
in the Director's position with the Company, the Director has been and will be
exposed to and receive information relating to the confidential affairs of the
Company, including but not limited to technical information, business and
marketing plans, strategies, customer information, other information concerning
the Company's products, promotions, development, financing, expansion plans,
business policies and practices, and other forms of information considered by
the Company to be confidential and in the nature of trade secrets. The Director
agrees that during the Directorship Term and thereafter, the Director will keep
such information confidential and will not disclose such information, either
directly or indirectly, to any third person or entity without the prior written
consent of the Company; provided, however, that (i) the Director shall have no
such obligation to the extent such information is or becomes publicly known or
generally known in the Company's industry other than as a result of the
Director's breach of his obligations hereunder and (ii) the Director may, after
giving prior notice to the Company to the extent practicable under the
circumstances, disclose such information to the extent required by applicable
laws or governmental regulations or judicial or regulatory process. This
confidentiality covenant has no temporal, geographical or territorial
restriction. Upon termination of the Directorship Term, the Director will
promptly return to the Company all property, keys, notes, memoranda, writings,
lists, files, reports, customer lists, correspondence, tapes, disks, cards,
surveys, maps, logs, machines, technical data or any other tangible product or
document which has been produced by, received by or otherwise submitted to the
Director in the course or otherwise as a result of the Director's position with
the Company during or prior to the Directorship Term, provided that, the Company
shall retain such materials and make them available to the Director if requested
by him in connection with any litigation against the Director under
circumstances in which (i) the Director demonstrates to the reasonable
satisfaction of the Company that the materials are necessary to his defense in
the litigation, and (ii) the confidentiality of the materials is preserved to
the reasonable satisfaction of the Company.
(b) Non-Solicitation. During the Directorship Term and for a period
of one (1) year thereafter, the Director shall not interfere with the Company's
relationship with, or endeavor to entice away from the Company, any person who,
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on the date of the termination of the Directorship Term, was an employee or
customer of the Company or otherwise had a material business relationship with
the Company.
(c) REMEDIES. The Director agrees that any breach of the terms of this
Section 7 would result in irreparable injury and damage to the Company for which
the Company would have no adequate remedy at law; the Director therefore also
agrees that in the event of said breach or any threat of breach, the Company
shall be entitled to an immediate injunction and restraining order to prevent
such breach and/or threatened breach and/or continued breach by the Director
and/or any and all entities acting for and/or with the Director, without having
to prove damages, in addition to any other remedies to which the Company may be
entitled at law or in equity. The terms of this paragraph shall not prevent the
Company from pursuing any other available remedies for any breach or threatened
breach hereof, including but not limited to the recovery of damages from the
Director. The Director acknowledges that the Company would not have entered into
this Agreement had the Director not agreed to the provisions of this Section 7.
The provisions of this Section 7 shall survive any termination of the
Directorship Term, and the existence of any claim or cause of action by the
Director against the Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of the
covenants and agreements of this Section 7.
8. INDEMNIFICATION. The Company agrees to indemnify the Director for his
activities as a director of the Company to the fullest extent permitted by law,
and to cover the Director under any directors and officers liability insurance
obtained by the Company.
9. NON-WAIVER OF RIGHTS. The failure to enforce at any time the provisions
of this Agreement or to require at any time performance by the other party of
any of the provisions hereof shall in no way be construed to be a waiver of such
provisions or to affect either the validity of this Agreement or any part
hereof, or the right of either party to enforce each and every provision in
accordance with its terms. No waiver by either party hereto of any breach by the
other party hereto of any provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions at that
time or at any prior or subsequent time.
10. NOTICES. Every notice relating to this Agreement shall be in writing
and shall be given by personal delivery or by registered or certified mail,
postage prepaid, return receipt requested; to:
If to the Company:
Universal Insurance Holdings, Inc.
0000 X. Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
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with a copy to:
Xxxxxxxxxxx & Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP
0000 X Xxxxxx XX
Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000
Attention: Xxxx X. Berkeley, Esq.
If to the Director:
Xxxx X. Xxxxxxx
c/o Peal Properties
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Either of the parties hereto may change their address for purposes of
notice hereunder by giving notice in writing to such other party pursuant to
this Section 10.
11. BINDING EFFECT/ASSIGNMENT. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
personal representatives, estates, successors (including, without limitation, by
way of merger) and assigns. Notwithstanding the provisions of the immediately
preceding sentence, neither the Director nor the Company shall assign all or any
portion of this Agreement without the prior written consent of the other party.
12. ENTIRE AGREEMENT. This Agreement (together with the other agreements
referred to herein) sets forth the entire understanding of the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements,
written or oral, between them as to such subject matter.
13. SEVERABILITY. If any provision of this Agreement, or any application
thereof to any circumstances, is invalid, in whole or in part, such provision or
application shall to that extent be severable and shall not affect other
provisions or applications of this Agreement.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware, without reference to
the principles of conflict of laws. All actions and proceedings arising out of
or relating to this Agreement shall be heard and determined in any Delaware
state or federal court and the parties hereto hereby consent to the jurisdiction
of such courts in any such action or proceeding; provided, however, that neither
party shall commence any such action or proceeding unless prior thereto the
parties have in good faith attempted to resolve the claim, dispute or cause of
action which is the subject of such action or proceeding through mediation by an
independent third party.
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15. LEGAL FEES. The parties hereto agree that the non-prevailing party in
any dispute, claim, action or proceeding between the parties hereto arising out
of or relating to the terms and conditions of this Agreement or any provision
thereof (a "Dispute"), shall reimburse the prevailing party for reasonable
attorney's fees and expenses incurred by the prevailing party in connection with
such Dispute; provided, however, that the Director shall only be required to
reimburse the Company for its fees and expenses incurred in connection with a
Dispute, if the Director's position in such Dispute was found by the court,
arbitrator or other person or entity presiding over such Dispute to be frivolous
or advanced not in good faith.
16. MODIFICATIONS. Neither this Agreement nor any provision hereof may be
modified, altered, amended or waived except by an instrument in writing duly
signed by the party to be charged.
17. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company has caused this Director Agreement to be
executed by authority of its Board of Directors, and the Director has hereunto
set his hand, on the day and year first above written.
UNIVERSAL INSURANCE HOLDINGS, INC.
/s/ Xxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxx X. Xxxxx
Title: President
DIRECTOR
By: /s/ Xxxx X. Xxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxx
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EXHIBIT A
Form of Non-Qualified Stock Option Agreement
