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EXHIBIT 10.1
FPIC INSURANCE GROUP, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the 1st day of
January, 1999 by and between FPIC Insurance Group, Inc., a Florida corporation,
with its principal place of business at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxx 00000 (hereinafter referred to as "Employer"), and Xxxxxx X. Xxxxx, an
individual presently residing at 00000 Xxxxxx Xxxx Xxxx, Xxxx, Xxxxxxxxxxxx,
Xxxxxxx 00000 (hereinafter referred to as "Employee").
WITNESSETH:
WHEREAS, Employer desires to retain the services of Employee as the
Executive Vice President/Treasurer of Employer, 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 Executive Vice President/Treasurer of Employer; 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.
(1) Employee's employment hereunder shall be for a term of
three (3) years beginning January 1, 1999, which term
shall be extended for an additional year at the end of
each calendar year 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 any calendar year that it wishes to extend this
Employment Agreement for an additional year.
(2) In the event Employer does not give notice to Employee
prior to the end of any calendar year that it wishes to
extend this Employment Agreement as specified in
subparagraph (a) above, Employee may voluntarily terminate
Employee's employment under this Employment Agreement by
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 for the balance of the term of this Employment
Agreement. It is provided, however, if Employee directly
or indirectly engages in or acts as an executive of or
consultant for any trade
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or occupation that is in competition with Employer, such
salary and benefits shall thereupon terminate.
(3) 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 form time to time. Employee
may not be reassigned to an inferior position, given a
change in classification or reclassified, or transferred,
nor shall Employee's responsibilities, duties, authority
or title change during the term of this Employment
Agreement, except as provided in subparagraph 1(b) above.
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:
(1) An annual salary of $350,000 payable in twenty-four (24)
equal payments during each year of this Employment
Agreement; provided, however, that effective January 1 of
each year beginning in 2000, 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.
(2) Annual performance reviews will determine annual salary
increases to which Employee becomes entitled, effective
January 1, 2000, based upon Employer's then current
Compensation Program.
(3) Incentive compensation payable each year beginning in 1999
based on Employee's individual performance and the
performance of Employer for the prior year pursuant to
Employer's then current Executive Incentive Compensation
Program.
(4) Any additional compensation payable by resolution of the
Board for outstanding performance.
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(5) Such benefits as may be made available from time to time
to senior management employees of Employer, but at no
time, less than: (i) a personal company automobile
including all the costs of operating, maintaining and
licensing the automobile and (ii) initiation fees, dues,
assessments and other expenses of membership in
appropriate clubs or organizations 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.
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.
(1) 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
after the effective date of such termination. It is agreed
that should Employee voluntarily terminate Employee's
employment prior to the end of the initial term of this
Employment Agreement, Employee shall forfeit all rights to
compensation and all benefits based upon compensation
occurring after the effective date of such termination.
(2) 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 immediately
prior to termination, together with any benefits accrued
to the date of termination, plus all benefits to which
Employee is then entitled, for the balance of the then
current Employment Agreement, provided, however, if
Employee directly or indirectly engages in or acts as an
executive of or consultant for any trade or occupation
that is in competition with Employer, such salary and
benefits shall thereupon terminate.
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(3) 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 of
Employer. 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 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, however, if Employee directly or
indirectly engages in or acts as an executive of or
consultant for any trade or occupation that is in
competition with Employer, such salary and benefits shall
thereupon terminate.
(4) 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, to the date of death.
(5) Termination for Cause.
Employer's Board may terminate this Agreement for cause,
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 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 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:
(1) Employee's commission of dishonest acts, fraud,
misappropriation, or embezzlement affecting Employer;
(2) Employee's commission of any felony under state or
federal law; or
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(3) 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
(6) Constructive Discharge. Employee may terminate this
Employment Agreement in the event of Constructive
Discharge 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,
functions, or duties to an inferior position, functions,
or duties 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 (if greater than the
target bonus opportunity, the average of the annual
bonuses paid to Employee in the three calendar years prior
to the calendar year of the Constructive Discharge).
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, for the balance of this
Agreement, provided, however, if Employee directly or
indirectly engages in or acts as an executive 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.
(7) 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.
(8) Upon any termination of this Agreement, regardless of the
reason for termination, it is agreed:
(1) Inducing Employees of Employer to Leave. Any
attempt on the part of Employee to induce others to leave
Employer's employ, or any efforts by
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Employee to interfere with Employer's relationships with
other employees, would be harmful and damaging to
Employer. Employee expressly agrees that during the term
of this employment and for a period of two (2) years
thereafter, 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; (B)
interfere with or disrupt Employer's relationship with
other employees; or (C) solicit, entice, take away or
employ any person employed by Employer.
(2) 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
Employer, 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 Employer,
except to the extent to which such information is required
by law to be disclosed to others.
(3) 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 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 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 provision of this subparagraph, Employer
(and its respective successors and assigns) shall be
entitled to injunctive relief and to such other and
further relief as may be proper and necessary to ensure
such compliance.
(4) 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.
(1) 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.
(2) 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
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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 hereunder. 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. 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.
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
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(6) 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
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Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx
Chief Executive Officer
------------------------------
Attest Attest
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FPIC INSURANCE GROUP, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the 1st day of
January, 1999 by and between FPIC Insurance Group, Inc., a Florida corporation,
with its principal place of business at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxx 00000 (hereinafter referred to as "Employer"), and Xxxx X. Xxxxx, an
individual presently residing at 0000 Xxx Xxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx
00000 (hereinafter referred to as "Employee").
WITNESSETH:
WHEREAS, Employer desires to retain the services of Employee as the
Executive Vice President - General Counsel of Employer, 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 Executive Vice President - General Counsel of Employer; 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.
(1) Employee's employment hereunder shall be for a term of three
(3) years beginning January 1, 1999, which term shall be
extended for an additional year at the end of each calendar
year 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 any calendar
year that it wishes to extend this Employment Agreement for
an additional year.
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(2) In the event Employer does not give notice to Employee prior
to the end of any calendar year that it wishes to extend this
Employment Agreement as specified in subparagraph (a) above,
Employee may voluntarily terminate Employee's employment
under this Employment Agreement by 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 for the balance of the term of this Employment
Agreement. It is provided, however, if Employee directly or
indirectly engages in or acts as an executive of or
consultant for any trade or occupation that is in competition
with Employer, such salary and benefits shall thereupon
terminate.
(3) 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 form time to time. Employee may not be
reassigned to an inferior position, given a change in
classification or reclassified, or transferred, nor shall
Employee's responsibilities, duties, authority or title
change during the term of this Employment Agreement, except
as provided in subparagraph 1(b) above. 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:
(1) An annual salary of $350,000 payable in twenty-four (24)
equal payments during each year of this Employment Agreement;
provided, however, that effective January 1 of each year
beginning in 2000, 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.
(2) Annual performance reviews will determine annual salary
increases to which Employee becomes entitled, effective
January 1, 2000, based upon Employer's then current
Compensation Program.
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(3) Incentive compensation payable each year beginning in 1999
based on Employee's individual performance and the
performance of Employer for the prior year pursuant to
Employer's then current Executive Incentive Compensation
Program.
(4) Any additional compensation payable by resolution of the
Board for outstanding performance.
(5) Such benefits as may be made available from time to time to
senior management employees of Employer, but at no time, less
than: (i) a personal company automobile including all the
costs of operating, maintaining and licensing the automobile
and (ii) initiation fees, dues, assessments and other
expenses of membership in appropriate clubs or organizations
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.
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.
(1) 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 after
the effective date of such termination. It is agreed that
should Employee voluntarily terminate Employee's employment
prior to the end of the initial term of this Employment
Agreement, Employee shall forfeit all rights to compensation
and all benefits based upon compensation occurring after the
effective date of such termination.
(2) 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 immediately prior to
termination, together with any benefits accrued to the date
of termination, plus all benefits to which Employee is then
entitled, for the balance of the then current Employment
Agreement, provided, however, if Employee directly or
indirectly engages in or acts as an executive of or
consultant for
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any trade or occupation that is in competition with Employer,
such salary and benefits shall thereupon terminate.
(3) 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 of Employer. 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 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, however, if Employee
directly or indirectly engages in or acts as an executive of
or consultant for any trade or occupation that is in
competition with Employer, such salary and benefits shall
thereupon terminate.
(4) 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, to the date of death.
(5) Termination for Cause.
Employer's Board may terminate this Agreement for cause, 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 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 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:
(1) Employee's commission of dishonest acts, fraud,
misappropriation, or embezzlement affecting Employer;
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(2) Employee's commission of any felony under state or
federal law; or
(3) 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
(6) Constructive Discharge. Employee may terminate this
Employment Agreement in the event of Constructive Discharge
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, functions, or duties to an inferior
position, functions, or duties 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 (if greater than the target bonus opportunity,
the average of the annual bonuses paid to Employee in the
three calendar years prior to the calendar year of the
Constructive Discharge). 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, for the balance of this
Agreement, provided, however, if Employee directly or
indirectly engages in or acts as an executive 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.
(7) 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.
(8) Upon any termination of this Agreement, regardless of the
reason for termination, it is agreed:
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(1) Inducing Employees of Employer to Leave. Any attempt
on the part of Employee to induce others to leave Employer's
employ, or any efforts by Employee to interfere with
Employer's relationships with other employees, would be
harmful and damaging to Employer. Employee expressly agrees
that during the term of this employment and for a period of
two (2) years thereafter, 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;
(B) interfere with or disrupt Employer's relationship with
other employees; or (C) solicit, entice, take away or employ
any person employed by Employer.
(2) 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 Employer, 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
Employer, except to the extent to which such information is
required by law to be disclosed to others.
(3) 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 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 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 provision of
this subparagraph, Employer (and its respective successors
and assigns) shall be entitled to injunctive relief and to
such other and further relief as may be proper and necessary
to ensure such compliance.
(4) 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.
(1) 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.
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(2) 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 hereunder. 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. 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.
(1) 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.
(2) 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.
(3) 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.
(4) 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.
7
16
(5) This Employment Agreement and any agreements executed
contemporaneously herewith constitute the entire agreement
between the parties respecting the employment of Employee,
there being no representations, warranties or commitments
except as set forth herein or therein.
(6) 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
---------------------------------- ----------------------------
Xxxx X. Xxxxx Xxxxxxx X. Xxxxxxx
Chief Executive Officer
------------------------------
Attest Attest
8
17
FPIC INSURANCE GROUP, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the 1st day of
January, 1999 by and between FPIC Insurance Group, Inc., a Florida corporation,
with its principal place of business at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxx 00000 (hereinafter referred to as "Employer"), and Xxxxxx X. Xxxxx an
individual presently residing at 000 Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx
00000 (hereinafter referred to as "Employee").
WITNESSETH:
WHEREAS, Employer desires to retain the services of Employee as the Vice
President/Controller of Employer, 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 Vice President/Controller of Employer; 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.
(1) Employee's employment hereunder shall be for a term of two
(2) years beginning January 1, 1999, which term shall be
extended for an additional year at the end of each calendar
year 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 any calendar
year that it wishes to extend this Employment Agreement for
an additional year.
(2) In the event Employer does not give notice to Employee prior
to the end of any calendar year that it wishes to extend this
Employment Agreement as specified in subparagraph (a) above,
Employee may voluntarily terminate Employee's employment
under this Employment Agreement by 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 for the balance of the term of this Employment
Agreement. It is provided, however, if Employee directly or
indirectly engages in or acts as an executive of or
consultant for any trade
18
or occupation that is in competition with Employer, such
salary and benefits shall thereupon terminate.
(3) 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 form time to time. Employee may not be
reassigned to an inferior position, given a change in
classification or reclassified, or transferred, nor shall
Employee's responsibilities, duties, authority or title
change during the term of this Employment Agreement, except
as provided in subparagraph 1(b) above. 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:
(1) An annual salary of $100,000 payable in twenty-four (24)
equal payments during each year of this Employment Agreement;
provided, however, that effective January 1 of each year
beginning in 2000, 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.
(2) Annual performance reviews will determine annual salary
increases to which Employee becomes entitled, effective
January 1, 2000, based upon Employer's then current
Compensation Program.
(3) Incentive compensation payable each year beginning in 1999
based on Employee's individual performance and the
performance of Employer for the prior year pursuant to
Employer's then current Executive Incentive Compensation
Program.
(4) Any additional compensation payable by resolution of the
Board for outstanding performance.
2
19
(5) Such benefits as may be made available from time to time to
management employees of Employer, 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.
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.
(1) 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 after
the effective date of such termination. It is agreed that
should Employee voluntarily terminate Employee's employment
prior to the end of the initial term of this Employment
Agreement, Employee shall forfeit all rights to compensation
and all benefits based upon compensation occurring after the
effective date of such termination.
(2) 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 immediately prior to
termination, together with any benefits accrued to the date
of termination, plus all benefits to which Employee is then
entitled, for the balance of the then current Employment
Agreement, provided, however, if Employee directly or
indirectly engages in or acts as an executive of or
consultant for any trade or occupation that is in competition
with Employer, such salary and benefits shall thereupon
terminate.
(3) Permanent Disability of Employee.
3
20
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 of Employer. 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 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, however, if Employee
directly or indirectly engages in or acts as an executive of
or consultant for any trade or occupation that is in
competition with Employer, such salary and benefits shall
thereupon terminate.
(4) 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, to the date of death.
(5) Termination for Cause.
Employer's Board may terminate this Agreement for cause, 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 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 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:
(1) Employee's commission of dishonest acts, fraud,
misappropriation, or embezzlement affecting Employer;
(2) Employee's commission of any felony under state or
federal law; or
4
21
(3) 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
(6) Constructive Discharge. Employee may terminate this
Employment Agreement in the event of Constructive Discharge
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, functions, or duties to an inferior
position, functions, or duties 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 (if greater than the target bonus opportunity,
the average of the annual bonuses paid to Employee in the
three calendar years prior to the calendar year of the
Constructive Discharge). 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, for the balance of this
Agreement, provided, however, if Employee directly or
indirectly engages in or acts as an executive 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.
(7) 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.
(8) Upon any termination of this Agreement, regardless of the
reason for termination, it is agreed:
(1) Inducing Employees of Employer to Leave. Any attempt
on the part of Employee to induce others to leave Employer's
employ, or any efforts by
5
22
Employee to interfere with Employer's relationships with
other employees, would be harmful and damaging to Employer.
Employee expressly agrees that during the term of this
employment and for a period of two (2) years thereafter,
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; (B) interfere with or disrupt
Employer's relationship with other employees; or (C) solicit,
entice, take away or employ any person employed by Employer.
(2) 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 Employer, 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
Employer, except to the extent to which such information is
required by law to be disclosed to others.
(3) 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 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 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 provision of
this subparagraph, Employer (and its respective successors
and assigns) shall be entitled to injunctive relief and to
such other and further relief as may be proper and necessary
to ensure such compliance.
(4) 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.
(1) 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.
(2) In the event of the merger, consolidation or acquisition of
Employer with 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
6
23
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
hereunder. 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. 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.
(1) 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, 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
7
24
(6) 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
---------------------------------- -----------------------------
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx
Chief Executive Officer
-------------------------------
Attest Attest
8
25
FPIC INSURANCE GROUP, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the 1st day of
January, 1999 by and between FPIC Insurance Group, Inc., a Florida corporation,
with its principal place of business at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxx 00000 (hereinafter referred to as "Employer"), and Xxxxxxx X. Xxxxxxx
an individual presently residing at 00000 Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx,
Xxxxxxx 00000 (hereinafter referred to as "Employee").
WITNESSETH:
WHEREAS, Employer desires to retain the services of Employee as the Vice
President/Secretary of Employer, 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 Vice President/Secretary of Employer; 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.
(1) Employee's employment hereunder shall be for a term of two
(2) years beginning January 1, 1999, which term shall be
extended for an additional year at the end of each calendar
year 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 any calendar
year that it wishes to extend this Employment Agreement for
an additional year.
(2) In the event Employer does not give notice to Employee prior
to the end of any calendar year that it wishes to extend this
Employment Agreement as specified in subparagraph (a) above,
Employee may voluntarily terminate Employee's employment
under this Employment Agreement by 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 for the balance of the term of this Employment
Agreement. It is provided, however, if Employee directly or
indirectly engages in or acts as an executive of or
consultant for any trade
26
or occupation that is in competition with Employer, such
salary and benefits shall thereupon terminate.
(3) 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 form time to time. Employee may not be
reassigned to an inferior position, given a change in
classification or reclassified, or transferred, nor shall
Employee's responsibilities, duties, authority or title
change during the term of this Employment Agreement, except
as provided in subparagraph 1(b) above. 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:
(1) An annual salary of $125,000 payable in twenty-four (24)
equal payments during each year of this Employment Agreement;
provided, however, that effective January 1 of each year
beginning in 2000, 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.
(2) Annual performance reviews will determine annual salary
increases to which Employee becomes entitled, effective
January 1, 2000, based upon Employer's then current
Compensation Program.
(3) Incentive compensation payable each year beginning in 1999
based on Employee's individual performance and the
performance of Employer for the prior year pursuant to
Employer's then current Executive Incentive Compensation
Program.
(4) Any additional compensation payable by resolution of the
Board for outstanding performance.
2
27
(5) Such benefits as may be made available from time to time to
management employees of Employer, 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.
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.
(1) 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 after
the effective date of such termination. It is agreed that
should Employee voluntarily terminate Employee's employment
prior to the end of the initial term of this Employment
Agreement, Employee shall forfeit all rights to compensation
and all benefits based upon compensation occurring after the
effective date of such termination.
(2) 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 immediately prior to
termination, together with any benefits accrued to the date
of termination, plus all benefits to which Employee is then
entitled, for the balance of the then current Employment
Agreement, provided, however, if Employee directly or
indirectly engages in or acts as an executive of or
consultant for any trade or occupation that is in competition
with Employer, such salary and benefits shall thereupon
terminate.
(3) Permanent Disability of Employee.
3
28
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 of Employer. 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 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, however, if Employee
directly or indirectly engages in or acts as an executive of
or consultant for any trade or occupation that is in
competition with Employer, such salary and benefits shall
thereupon terminate.
(4) 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, to the date of death.
(5) Termination for Cause.
Employer's Board may terminate this Agreement for cause, 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 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 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:
(1) Employee's commission of dishonest acts, fraud,
misappropriation, or embezzlement affecting Employer;
(2) Employee's commission of any felony under state or
federal law; or
4
29
(3) 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
(6) Constructive Discharge. Employee may terminate this
Employment Agreement in the event of Constructive Discharge
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, functions, or duties to an inferior
position, functions, or duties 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 (if greater than the target bonus opportunity,
the average of the annual bonuses paid to Employee in the
three calendar years prior to the calendar year of the
Constructive Discharge). 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, for the balance of this
Agreement, provided, however, if Employee directly or
indirectly engages in or acts as an executive 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.
(7) 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.
(8) Upon any termination of this Agreement, regardless of the
reason for termination, it is agreed:
(1) Inducing Employees of Employer to Leave. Any attempt
on the part of Employee to induce others to leave Employer's
employ, or any efforts by
5
30
Employee to interfere with Employer's relationships with
other employees, would be harmful and damaging to Employer.
Employee expressly agrees that during the term of this
employment and for a period of two (2) years thereafter,
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; (B) interfere with or disrupt
Employer's relationship with other employees; or (C) solicit,
entice, take away or employ any person employed by Employer.
(2) 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 Employer, 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
Employer, except to the extent to which such information is
required by law to be disclosed to others.
(3) 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 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 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 provision of
this subparagraph, Employer (and its respective successors
and assigns) shall be entitled to injunctive relief and to
such other and further relief as may be proper and necessary
to ensure such compliance.
(4) 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.
(1) 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.
(2) In the event of the merger, consolidation or acquisition of
Employer with 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
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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
hereunder. 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. 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.
(1) 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, 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
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(6) 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
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Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Chief Executive Officer
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Attest Attest
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