FORM OF EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made as of
____________, 1997 by and among PREFERRED EMPLOYERS HOLDINGS, INC. (the
"Company"), having an address at 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxx,
Xxxxxxx 00000 and XXXXXX XXXXX, an individual having an address at 0000
Xxxxxxxxx 000xx Xxxxxx, Xxxxx Xxxxxx Xxxxxxx 00000 ("Odzer").
W I T N E S S E T H
WHEREAS, Odzer is currently the President and a director of
Preferred Employers Group, Inc. ("PEGI"), pursuant to an employment agreement
made as of May 15, 1995 by and between PEGI and Odzer (the "PEGI Agreement");
WHEREAS, pursuant to a Share Exchange Agreement dated as of
________, 1997, the Company and PEGI effected an exchange and reorganization
whereby all the outstanding shares of capital stock of PEGI were exchanged for
all of the shares of capital stock of the Company resulting in PEGI becoming a
wholly-owned subsidiary of the Company;
WHEREAS, the Company and Odzer wish to set forth the terms
upon which Odzer shall hereinafter be employed by the Company.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Term. Odzer shall be employed by the Company for a period
of time which shall terminate on May 15, 1998, unless sooner terminated in
accordance with the terms hereof; provided, however, that this Agreement shall
be automatically renewed for additional periods of one (1) year, unless either
party has given the other not less than ninety (90) days notice of its desire to
terminate the Agreement at the end of that period (such period, together with
any renewals thereof are referred to herein as the "Term").
2. Positions. During the Term, Odzer (i) shall serve as the
President of the Company, reporting directly to the Chief Executive Officer, and
shall continue to perform only such duties as have previously been performed by
him as the President of the Company, and (ii) may serve as a director of the
Company and at each election of directors during the Term the Company agrees to
nominate and recommend Odzer for election as a director of the Company;
provided, however, in the event Odzer shall not be a director of the Company, he
shall have the right to attend and participate in all meetings of the Board of
Directors of the Company and the Executive Committee thereof; and, provided
further, Odzer shall not be required to perform such duties outside of Dade or
Broward County, whichever county the
Company shall be located except for duties performed while on trips required of
him. In his capacity, Odzer shall be permitted to maintain previous
relationships developed by him to the same extent as he has heretofore
maintained.
3. Compensation. Odzer shall receive an annual salary of
$200,000 payable in the same manner as other executives. Odzer shall also
receive perquisites similar to perquisites made available to other senior
executives of the Company.
4. Expenses. Odzer shall be entitled to prompt reimbursement
of all reasonable business expenses in accordance with the Company's policy for
such reimbursements.
5. Time Commitment; Other Interests. During the Term, Odzer
shall devote substantially all of his working time to the operations of the
Company and shall not, directly or indirectly, alone or as a member of a
partnership, or as an officer, director or shareholder of any other corporation,
be engaged in any other commercial duties or pursuits relating to the insurance
industry, except that nothing contained herein shall prohibit Odzer from
acquiring publicly traded securities of companies which are involved, directly
or indirectly, in the insurance industry, provided that such securities are
traded on a national securities exchange or on an over the counter market and in
no event shall Odzer's ownership of such securities exceed 5% of the outstanding
common stock of such company.
6. Non-Competition. For a period of one (1) year after the
Term, Odzer shall not, directly or indirectly, compete with or be engaged in the
same business as the Company, or be employed by, or act as consultant or lender
to, or be a director, officer, employee, owner or partner of, any business
organization which , directly or indirectly competes with or is engaged in the
same business as the Company is in at the end of the Term; provided, however,
that Odzer shall be permitted to own no more than 5% of the outstanding common
stock of any company, the stock of which is traded on a national securities
exchange or on an over the counter market; provided, further, that nothing in
this Agreement shall prohibit Odzer from serving as an employee of or a
consultant to a diversified business organization which derives no more than 5%
of its consolidated gross revenues from a line of business competing with that
of the Company. Under no circumstances, however, may Odzer's services to such
organization consist of any activities in competition with the business of the
Company.
7. Termination. (a) This Agreement may be terminated by the
Company at any time "For Cause." For purposes of this Agreement, "For Cause"
shall mean the following: (i) if Odzer has persistently and wilfully failed to
devote substantially all of his working time to the operations of the Company,
after specific notice to Odzer of such alleged failure and a 20 day opportunity
to cure, (ii) if Odzer has been convicted of (whether or not subject to appeal)
or plead "nolo contendere" or has made any similar plea to any criminal offense
involving a violation of federal or state securities laws or regulations,
embezzlement, fraud, wrongful taking or misappropriation of property, theft, or
any other crime involving dishonesty, (iii) if Odzer has violated or materially
breached any material provision of this Agreement or that certain
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Shareholders Agreement dated as of _____________, 1997 by and among the Company,
Odzer and Xxx Xxxxxx, after specific notice to Odzer of such alleged violation
or breach and a 20 day opportunity to cure or (iv) if Odzer ceases to be a
shareholder of the Company.
(b) In the event this Agreement shall be terminated
by the Company for any reason other than pursuant to Section 7(a) or Section 8
hereof, Odzer shall be entitled to receive all payments and benefits to which he
was entitled pursuant to this Agreement to the end of the Term.
8. Disability; Death. (a) If, during the Term, Odzer becomes
physically or mentally disabled, whether by injury, illness or otherwise, so
that he is unable to perform his duties for a period of six successive months,
then the Company may, at its option, terminate this Agreement upon thirty days'
written notice to Odzer without further obligation; provided, however, that the
Company shall continue to pay Odzer his monthly salary until the earlier of (i)
the end of such period of disability and notice, or (ii) the end of the Term.
(b) In the event of Odzer's death during the Term,
this Agreement shall terminate and be of no further force and effect, provided
that Odzer shall be entitled to all salary and other benefits to which he is
entitled through the date of death.
9. Miscellaneous. This Agreement (i) contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements of the parties, written or oral, of any nature
whatsoever, (ii) shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors, and (iii) shall be governed by
the laws of the State of Florida, without giving effect to the conflicts of law
provisions thereof.
10. Arbitration. Any dispute or controversy arising out of or
relating to this Agreement, any document or instrument delivered pursuant to, in
connection with, or simultaneously with this Agreement, or any breach of this
Agreement or any such document or instrument shall be settled by arbitration to
be held in the County of Dade, State of Florida in accordance with the
Commercial Arbitration Rules then in effect of the American Arbitration
Association or any successor thereto, and judgment upon the award rendered by
the Arbitrator(s) may be entered in an Court having jurisdiction thereof. The
Arbitrator(s) may grant injunctions or other relief in such dispute or
controversy. The costs and expenses of such arbitration shall be assumed as
determined by the Arbitrator(s), and each party shall separately pay his own
attorneys' fees and expenses.
11. Notices. Any notice or other communication to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or delivered against receipt to the party to whom it is to be
given at the address of such party set forth below.
Xx. Xxxxx: 0000 Xxxxxxxxx 000xx Xxxxxx
---------- Xxxxx Xxxxxx, Xxxxxxx 00000
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with a copy to:
Xxxxxx X. XxXxxxxx, P.A.
Steel Xxxxxx & Xxxxx
000 Xxxxx Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000-0000
The Company: 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
------------ Xxxxx, Xxxxxxx 00000
with a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxx Marks & Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day of , 1997.
PREFERRED EMPLOYERS HOLDINGS, INC.
By:__________________________________
Name: Xxx Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
_____________________________________
Xxxxxx Xxxxx
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