EXHIBIT 10k
XXX & XXXXX, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into by and between XXX &
XXXXX, INC., hereinafter called the "Company" and XXXXXXX X. XXXX,
hereinafter called "Employee." The parties wish to memorialize their
agreement concerning the continuation of Employee's employment with
Company through April 30, 2005, the compensation to be paid to Employee
by Company during the period May 1, 1998 through April 30, 2005, and
related matters pertaining to Employee's employment with the Company.
1. Definitions - "Company" means Xxx & Xxxxx, Inc. and with respect
to paragraph 8, hereof, also means its subsidiaries, affiliated companies
and any company operated or supervised by the Company, as well as any
successor entity formed by merger or acquisition, including any company
that may acquire a majority of the stock of Xxx & Xxxxx, Inc. "Employee"
means Xxxxxxx X. Xxxx and with respect to paragraph 9 hereof also means
any company or business in which employee has a controlling or managing
interest.
2. Employment - The Company hereby employs Employee upon the terms
and conditions set forth in this Agreement.
3. Term - The term of the Agreement shall be continuous until
April 30, 2005.
4. Extent of Duties - Employee shall perform such duties as agreed
upon from time to time by Employee and the officers of the Company.
During the term of his employment under this Agreement, Employee shall
not directly or indirectly engage in the insurance business in any of
its phases, either as a broker, agent, solicitor, consultant or
participant, in any manner or in any firm or corporation engaged
in the business of insurance or re-insurance, except for account
of the Company or as directed by the Company. It is understood
and agreed that the restrictive covenants contained in this paragraph
4 are a material portion of the consideration to Company under
this Agreement, and, so long as such covenants are complied with
and this Agreement has not terminated due to the death of Employee,
Company's obligations under paragraph 5, below, shall be irrevocable.
5. Compensation - Commencing May 1, 1998, Employee shall receive
annual salary as indicated below, less applicable taxes, to be paid
in accordance with normal Company payroll practices.
May 1, 1998 $250,000
May 1, 1999 $260,000
May 1, 2000 $270,000
May 1, 2001 $280,000
May 1, 2002 $290,000
May 1, 2003 $300,000
May 1, 2004 $310,000
6. Benefits - Employee shall be entitled to enjoy the same benefits
and privileges as conferred upon any other employees of comparable rank
within the Company. This includes plans such as life and health
insurance, sick pay, paid vacation and employee discounts. Employee
acknowledges that the applicable benefits have been explained to him.
7. (a) Employee recognizes and acknowledges that the Confidential
Information (as hereafter defined) constitutes valuable, secret, special,
and unique assets of Company. Employee covenants and agrees that,
during the term of this agreement and following its expiration, he
will not disclose the Confidential Information to any person, firm,
corporation, association, or other entity for any reason or purpose
without the express written approval of Company and will not use the
Confidential Information except in Company's business. It is expressly
understood and agreed that the Confidential Information is the property
of Company and must be immediately returned to Company upon demand
therefor. The term Confidential Information includes each, every,
and all written documentation related to Company or its business that
is not public information, whether furnished by Company or compiled
by Employee, including but not limited to: (1) lists of the
Company's customers, companies, accounts and records pertaining thereto;
(2) customer lists, prospect lists, policy forms, and/or rating
information, expiration dates, information on risk characteristics,
information concerning insurance markets for large or unusual
risks, and all types of written information customarily used by
Company or available to the Employee; (3) information related to
any of Company's programs and marketing strategies; (4) underwriting
information received from customers; and (5) Employee's recollection of
Confidential Information.
(b) For a period of two (2) years following the expiration
of this Agreement, Employee specifically agrees not to solicit, accept,
nor service, directly or indirectly, as insurance solicitor, insurance
agent, insurance broker, insurance wholesaler, managing general agent,
consultant, or otherwise, for Employee's accounts or the accounts of
any other agent, or broker, or insurer, either as officer, director,
stockholder, owner, partner, employee, promoter, consultant, manager,
or otherwise, any insurance or bond business of any kind or character
from any person, firm, corporation, or other entity, that is a
customer or account of the Company during the term of this Agreement
or from any prospective customer or account to whom the Company
made proposals while Employee was employed by Company. Should a
court of competent jurisdiction declare any of the covenants set
forth in this paragraph unenforceable due to an unreasonable restriction
of duration, geographical area or otherwise, each of the parties
hereto agrees that such court shall be empowered to rewrite or reform any
such covenant and shall grant Company injuctive relief reasonably
necessary to protect its interest.
(c) Employee agrees that Company shall have the right to
communicate the terms of this Agreement to any third parties, including
but not limited to, any past, present or prospective employer of
Employee. Employee waives any right to assert any claim for damages
against Company or any officer, employee or agent of Company arising
from disclosure of the terms of this paragraph.
(d) In the event of the breach or threatened breach of the
provisions of this paragraph, Company shall be entitled to injunctive
relief as well as any other applicable remedies at law or in equity.
8. Organizing Competitive Businesses; Soliciting Company Employees
- Employee agrees that so long as he is working for Company he will not
undertake the planning or organizing of any business activity competitive
with the work he performs. Employee agrees that he will not, for a period
of two (2) years following termination of employment with Company,
directly or indirectly, solicit any of the Company's employees to
work for Employee or any other competitive company.
9. Protection of Company Property - All records, files manuals,
lists of customers, blanks, forms, materials, supplies, computer
programs and other materials furnished to the Employee by the
Company, used by him on its behalf, or generated or obtained by
him during the course of his employment, shall be and remain the
property of Company. Employee shall be deemed the bailee thereof
for the use and benefit of Company and shall safely keep and preserve
such property, except as consumed in the normal business operations
of Company. Employee acknowledges that this property is confidential
and is not readily accessible to Company's competitors.
10. Attorney Fees - Should either party be required to retain
counsel to enforce any provision of this Agreement, the prevailing
party in any resulting litigation shall be entitled to recover, in
addition to any other remedy obtained, all expenses and attorney's
fees incurred, including fees and expenses incurred at the trial
and appellate levels of all court, administrative, arbitration, and
alternative dispute resolution proceedings.
11. Assignment - Employee agrees that Company may assign this
Agreement to any entity in connection with any sale of some or all
of Company's assets or subsidiary corporations, or the merger by
Company with or into any business entity.
12. Notices - Any notices required or permitted to be given under
this Agreement shall be sufficient in writing and if sent by Certified
Mail to:
Employee at:
0 Xxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
and to the Company at:
000 X. Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
or such other address as either shall give to the other in writing
for this purpose.
13. Waiver of Breach - The waiver of either party of a breach of
any provision of the Agreement shall not operate or be construed as a
waiver of any subsequent breach by the other party.
14. Binding Effect - This Agreement shall be binding on and inure
to the benefit of the respective parties and their respective heirs,
legal representatives, successors and assigns.
15. Florida Law to Govern; Venue - This Agreement shall be governed
by and construed according to the laws of the State of Florida. Any
action to enforce or interpret this Agreement shall be brought in
Volusia County, Florida.
WITNESSES: AGREED TO:
XXXXXXX X. XXXX
/s/ XXXXX XXXXXX /s/ XXXXXXX X. XXXX
____________________ ________________________
Xxxxxxx X. Xxxx
/s/ XXXXX XXXX Date: 5/6/98
____________________
as to Employee
XXX & XXXXX, INC.
/s/ XXXXXXX XXXXXX By: /s/ X. XXXXX XXXXX
______________________ _________________________
Name: X. Xxxxx Xxxxx
/s/ XXXX X. XXXX
______________________
as to Xxx & Xxxxx Title: CEO
Date: 5/6/98
