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Exhibit 10.19
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made between Central Reserve Life
Insurance Company, 00000 Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxx 00000-0000
("Employer"), and Xxxx Xxxxxxx, 00000 Xxx Xxxxxx Xxxxxxxxxxxx, Xxxx 00000
("Employee"). This Agreement shall be effective June 1, 1998.
WHEREAS, Employer is engaged in the insurance business and maintains its
corporate office in the City of Strongsville, County of Cuyahoga, State of Ohio;
and
WHEREAS, Employee is willing to continue to be employed by Employer, and
Employer is willing to continue to employ Employee on the terms, covenants and
conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises of the
parties, Employer and Employee covenant and agree as follows:
1) Employer shall continue to employ Employee as a Executive Vice
President, Product Development, solely subject to the
supervision and pursuant to the assignments, advices and
directions of the Employer.
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EMPLOYMENT AGREEMENT
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Employee's duties and responsibilities shall continue to
include duties and responsibilities as are customarily
performed by one holding such a position for Employer and/or
other similar businesses or enterprises.
2) The duration of employment pursuant to this Agreement shall be
for a period of twelve (12) months, commencing on June 1, 1998
through May 31, 1999; provided, however, that this Agreement
shall automatically renew for succeeding one (1)-year terms,
unless the Employer provides Employee with at least sixty (60)
days' advance written notice that this Agreement and
Employee's employment shall terminate as of the close of
business on May 31 of the then-current original or renewal
termination date (as the case may be). However, in that event,
or in the event Employee shall leave the employment of
Employer at any time other than as a voluntary quit or for
cause, under Section 16, Employee shall be entitled to
severance pay equal to one (1) year's then-current annual
salary (less normal administrative deductions), payable in a
lump sum within thirty (30) days of departure, such payment to
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be in lieu of any other severance or termination payment from
Employer.
3) During this Agreement, Employer shall pay Employee (according
to Employer's normal payroll procedures) and Employee agrees
to accept from Employer, in full payment for services under
this Agreement, a salary of One Hundred Sixty Thousand Dollars
($160,000.00) for the time period from June 1, 1998 to June 1,
1999, and for each renewal year, provided this Agreement is
renewed, Employee shall receive annual reviews and merit
increases.
In addition to the above stated salary, Employer agrees that
it will reimburse Employee for any and all necessary,
customary and usual business expenses incurred by Employee,
subject to Employer's then-current policies regarding such
expenses.
In addition to the above salary and reimbursement, Employee
shall be provided all fringe benefits on the same basis which
Employer normally provides to a regular full-time employee
holding Employee's position with the Employer, including, but
not limited to,
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EMPLOYMENT AGREEMENT
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health/dental insurance, life insurance, holidays, vacations
(etc.).
4) Employee shall devote all Employee's time, attention,
knowledge, and skill solely and exclusively to the business
and interest of Employer, and Employer shall be entitled to
all of the benefits, emoluments, profits, or other issues
arising from or incident to any and all work, services, and
advice of Employee, and Employee expressly agrees that during
the term of this Agreement, Employee will not be interested,
directly or indirectly, in any form, fashion or manner, as
partner, officer, director, stockholder, advisor, employee, or
in any other form or capacity, in any other business similar
to Employer's business or any allied trade.
5) Employee further specifically agrees that Employee will not,
at any time during the term of this Agreement and for three
(3) years following the termination of this Agreement for any
reason, in any manner, either directly or indirectly,
communicate to any person, firm or corporation any information
of any kind concerning any matters affecting or relating to
the business of Employer, including, without limiting the
generality of
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the foregoing, the lists or names of any of its policyholders
or customers or agents, the prices it obtains or has obtained
or at which it sells or has sold its products, or any other
information of, about or concerning the business of Employer,
its manner of operation, its plans, processes or other data of
any kind, nature or description without regard to whether any
or all of the foregoing matters would be deemed confidential,
material, proprietary or important, the parties stipulating
that as between them, the matters are confidential, material,
proprietary or important, and significantly affect the
effective and successful conduct of the business of the
Employer, and its goodwill, and that any breach of the terms
of this paragraph is a material breach of this Agreement.
Employee agrees that regardless of any termination of this
Agreement, during or at the end of this Agreement or any
renewal thereof, Employee will not, for a period of one (1)
year thereafter, (i) hire, retain or recruit any of Employer's
insurance agents for the purpose of performing services for
Employee or another insurance company, or (ii) contact or
solicit, directly or indirectly, any person, firm or entity
connected with
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Employer, including its customers or clients, for the purpose
of diverting work or business from the Employer.
No termination of this Agreement shall terminate the rights
and obligations of the parties under this Section, but such
rights and obligations shall serve such termination in
accordance with the terms of this Section.
6) Following the termination of this Agreement for any reason,
Employee hereby agrees and acknowledges that Employee will
continue to have a duty of loyalty to Employer, and to the
officers, directors, shareholders and employees of Employer,
and in recognition of that duty of loyalty, Employee agrees
that Employee shall not indulge in any conduct which may
reflect adversely upon, nor make any statements disparaging
of, Employer, or the officers, directors, shareholders or
employees of Employer.
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7) Employee agrees that the remedy at law for any violation or
threatened violation by Employee of Sections 4, 5, and 6 will
be inadequate and that, accordingly, Employer shall be
entitled to injunctive relief in the event of a violation or
threatened violation without being required to post bond or
other surety. The foregoing remedies shall be in addition to,
and not in limitation of, any other rights or remedies to
which Employer is or may be entitled at law, or in equity, or
under this Agreement.
8) Notwithstanding any other provisions of this Agreement, this
Agreement shall be deemed automatically terminated upon the
death of Employee. In such event, Employer shall pay to
Employee's personal representative or executor any
compensation accrued but unpaid as of such date. Upon the
payment of such accrued compensation, Employer shall have no
further obligations under this Agreement, including, but not
limited to, an obligation to pay a salary, severance or
termination pay or any other form of compensation, or to
provide any further fringe benefits of any kind or nature.
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9) This written Agreement contains the sole and entire agreement
between the parties and shall supersede any and all other
agreements, whether oral or written, between the parties. The
parties acknowledge and agree that neither of them has made
any representation with respect to the subject matter of this
Agreement or any representations inducing its execution and
delivery, except such representations as are specifically set
forth in this writing, and the parties acknowledge that they
have relied on their own judgment in entering into the same.
The parties further acknowledge that any statements or
representations that may have been made by either of them to
the other are void and of no effect and that neither of them
has relied on such statements or representations in connection
with its dealings with the other.
10) The terms of this Agreement are to be confidential, and
Employee shall disclose its terms only to Employee's attorney,
tax advisor and/or spouse, if any, subject to disclosure that
may be necessary to comply with applicable law or in the event
of a dispute leading to mediation and/or arbitration.
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11) It is agreed that no waiver or modification of this Agreement
or of any covenant, condition or limitation contained in it
shall be valid unless it is in writing and duly executed by
the party to be charged with it, and that no evidence of any
waiver or modification shall be offered or received in
evidence in any proceeding, arbitration or litigation between
the parties arising out of or affecting this Agreement, or the
rights or obligations of any party under it, unless such
waiver or modification is in writing, duly executed as above.
The parties agree that the provisions of this paragraph may
not be waived, except by a duly executed writing.
12) If a dispute of any kind arises from or relates in any manner
to this Agreement or the breach thereof, and if such dispute
cannot be settled through direct discussions, the parties
agree to endeavor to first settle the dispute in an amicable
manner by mediation administered by and through the American
Arbitration Association in accordance with its Commercial
Mediation Rules before resorting to arbitration. Thereafter,
any unresolved controversy or claim arising from or relating
to this Agreement or breach thereof shall be
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settled by arbitration administered by and through the
American Arbitration Association in accordance with its
Commercial Arbitration Rules, provided however that only one
arbitrator shall be appointed, which arbitrator shall be an
attorney licensed in the State of Ohio or an active or retired
judge, having experience in employment contracts, and judgment
on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. This entire process shall
be completed through expedited arbitration within sixty (60)
days.
13) The parties agree that it is their intention and covenant that
this Agreement be construed in accordance with and under and
pursuant to the laws of the State of Ohio.
14) This Agreement shall be binding on and inure to the benefit of
the respective parties and their executors, administrators,
heirs, personal representative, successors and assigns.
15) Employee shall have the right to voluntarily quit Employee's
employment and terminate this Agreement by giving sixty (60)
days' advance written notice to Employer at the address
provided herein at its Home
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Office. Notwithstanding any other provision of this Agreement,
if Employee shall so voluntarily quit and terminate this
Agreement, Employer shall have no further obligations pursuant
to the terms of this Agreement, except to pay to Employee
accrued salary to the date of termination.
16) Notwithstanding any other provisions of this Agreement to the
contrary, Employee's employment and this Agreement may be
terminated by the Employer at any time without further
compensation or severance pay or fringe benefits for
significant just and sufficient cause. For purposes of this
paragraph, "significant just and sufficient cause" shall mean
any action or non-action involving a material breach of the
terms and conditions of this Agreement by Employee which
cannot be promptly cured or rectified by Employee to the
Employer's reasonable satisfaction, or gross or repeated
insubordination or a major interference with the Employer's
best interests or business operations.
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17) Upon termination of this Agreement for any reason, Employee
shall immediately return any property of Employer, including,
but not limited to, any equipment, credit cards, advertising
materials, booklets, training guides, or any other such
similar information, materials or documents that Employee has
in Employee's possession or control.
18) All notices required to be provided under the terms of this
Agreement shall be sent by United States mail, certified,
return receipt requested, and to the following addresses:
TO EMPLOYER:
Central Reserve Life Insurance Company
Attention: Human Resources Department
00000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxx 00000-0000
TO EMPLOYEE:
Xx. Xxxx Xxxxxxx
00000 Xxx Xxxxxx Xx
Xxxxxxxxxxxx, XX 00000
or to the last address known to Employer.
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ACKNOWLEDGMENT BY EMPLOYEE: BY SIGNING THIS AGREEMENT, I AFFIRM THAT I HAVE
CAREFULLY READ AND CONSIDERED ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT
AND THAT SUCH TERMS AND CONDITIONS ARE UNDERSTOOD, ACCEPTED AND AGREED.
IN WITNESS, the parties hereto, having agreed to the terms and conditions of
this Agreement, sign this Agreement on the date set opposite their signature
below.
EMPLOYEE:
/s/ Xxxx Xxxxxxx Date: 5-27-98
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Xxxx Xxxxxxx
EMPLOYER:
CENTRAL RESERVE LIFE INSURANCE COMPANY
By: /s/ Xxxx Lick, Jr. Date: Aug 12,1998
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Xxxx Lick, Jr.
Chairman
