EXHIBIT 10.1
EMPLOYMENT AGREEMENT
BETWEEN
▇▇▇▇ ▇. ▇▇▇▇▇▇
AND
THE CENTRIS GROUP, INC.
This Agreement is made at Costa Mesa, California, this 6th day of
September, 1997, between The Centris Group, Inc., a Delaware corporation (the
"Company"), and ▇▇▇▇. ▇. ▇▇▇▇▇▇ (the "Executive").
In consideration of the respective promises and mutual covenants and
agreements which are set forth herein, and intending to be legally bound
thereby, the parties hereto agree as follows:
Section 1 - Employment.
----------
The Company hereby agrees to employ the Executive and the Executive
hereby agrees to be employed by and to serve the Company on the terms and
conditions as set forth in this Agreement.
Section 2 - Term of Employment.
------------------
This Agreement will commence and be effective as of September 6, 1997,
and shall continue thereafter to and including December 31, 2001.
Section 3 - Position and Duties.
-------------------
The Executive shall serve the Company as a Senior Vice President and as
the President and Chief Operating Officer of INTERRA Reinsurance Group, Inc.
("INTERRA"), which is being acquired by the Company concurrently herewith from
Executive pursuant to that certain Stock Purchase Agreement of even date
herewith by and between the Company and Executive. Executive shall have all the
duties, responsibilities, authority, rights and privileges which normally attach
to those offices. Notwithstanding the foregoing, the Executive shall have such
1
additional or other duties, responsibilities and authority as may be delegated
or assigned to Executive from time to time by the Company's Board of Directors
or by its Chief Executive Officer. Executive's services shall be performed on
behalf of the Company consistent with the policies and procedures of the
Company, and Executive shall be subject at all times to the supervision,
direction and control of the Company's Chief Executive Officer and its Board of
Directors. Executive agrees that the Company may at any time change or alter
Executive's duties, responsibilities, authority, rights, privileges or titles as
may be deemed warranted or in the best interests of the Company; provided,
however, that such changes or alterations are consistent with the activities of
a Senior Vice President of the Company.
Section 4 - Devotion of Time and Best Efforts.
---------------------------------
Executive agrees that during the period of his employment he will
devote his working and productive time, attention, energies, abilities, skill
and efforts exclusively to the business affairs of the Company. In this
connection, Executive agrees that he will diligently exert his best efforts to
the promotion, development and best interest of the Company and its affiliates,
particularly the maximization of its income and the retention and servicing of
the business and operations ("Business") of Executive's former employer,
INTERRA, and that he will faithfully and diligently perform all of the duties
incident to his position. Executive agrees that he will not directly or
indirectly, promote, participate or engage in any activities, whether as a
partner, employee, creditor, shareholder or otherwise, in any business which
shall in any way be, directly or indirectly, in competition with any aspect of
the Company's business, nor will Executive own, other than as a mere passive
equity investor, more than 10% in any other business enterprise without prior
written approval of the Company. The Company acknowledges that as of the date
hereof Executive owns 5% of the stock of Specialty Risk International, Inc.,
("SRI") a company which has a business relationship with INTERRA. Executive
agrees that he will not participate in the management and affairs of SRI, nor
will he increase his ownership in SRI without the prior written approval of the
Company.
Section 5 - Place of Performance.
--------------------
In connection with Executive's employment by the Company, the Executive
shall be based at the Company's Indianapolis, Indiana offices, except for such
2
travel as may be required to be undertaken on behalf of the Company's business.
In the event the Company ceases operations at such location or moves that office
to another location, the Company shall be entitled to relocate Executive to the
new location. Executive shall be entitled to reimbursement of his relocation
expenses in accordance with the Company's customary policies and procedures.
Section 6 - Compensation.
------------
6.01 Salary: The Company shall pay to the Executive a salary at the
------
rate of One Hundred Ninety Thousand Dollars ($190,000) per annum, in equal
installments as nearly as practicable, in accordance with the Company's
prevailing payroll practices and policies which are in effect from time to time.
6.02 Bonus: In addition to the salary specified in Section 6.01 above,
-----
the Executive will be eligible to earn a bonus calculated as provided herein.
The bonuses shall be 40% of the following two (2) sources described in Sections
A and B below.
(A) The after tax profit attributable to the continuing operations of
INTERRA as a managing general underwriter, reinsurance broker and administrative
services provider, after giving effect to the amortization of the excess amount
paid by the Company for the purchase of the INTERRA stock over the agreed upon
value of INTERRA's net realizable assets at the Inception Date (the "Brokerage
Operating Bonus" or "BOP");
(B) The pre-tax underwriting gain or loss on accident and health
business placed or written by or through INTERRA into or with the Company's USF
RE INSURANCE COMPANY ("USF RE") subsidiary (the "Underwriting Profit Bonus" or
"UPB").
3
(C) Such bonuses shall be distributable and allocable as follows:
(1) The first fifty percent (50%) will be eligible for
deferral into the Company's Non-Qualified Deferred Compensation Plan
("Deferred Plan") at the Executive's discretion in accordance with Plan
provisions; and
(2) The next 25% will be paid to Executive within forty-five
(45) days after the end of the period; and
(3) The remaining 25% will be escrowed by the Company (the
"Escrowed Bonus") until the final bonus calculation is made for the
December 31, 2001 bonus period as indicated in Paragraph E(4) below.
Any funds withheld by the Company will be held as part of the Company's
general assets and not in a trust or segregated account. Interest will
be credited on these withheld funds annually at the rate earned by the
Company on its short-term funds as reported by Great Northern Capital,
the Company's investment advisor.
(D) The bonus periods are as follows:
(1) The "First Period" which shall be from the inception date
of this Agreement through December 31, 1998; and
(2) The "Second Period" through the "Fourth Period" shall be
the calendar years 1999, 2000 and 2001.
(E) Bonuses shall be determined as follows:
(1) For the First Period the Executive shall be paid the BOP.
The bonus shall be distributed and allocated as set forth in paragraph
C above.
(2) For the Second Period the Executive shall be paid a bonus
equal to the BOP for the Second Period, plus or minus the UPB with
respect to business written during the First Period. The bonus shall be
distributed and allocated as set forth in paragraph C above. Any
4
deficit for the Second Period due to the UPB deficit exceeding the BOP
shall be reduced by the Escrowed Bonus previously earned, and the
remaining deficit, if any, shall be carried forward to the Third
Period.
(3) For the Third Period, the Executive shall be paid a bonus
equal to the BOP for the Third Period, plus or minus the UPB with
respect to business written during the Second Period and less any
deficit from the Second Period. The bonus shall be distributed and
allocated as set forth in paragraph C above. Any deficit for the Third
Period due to the UPB deficit exceeding the BOP shall be reduced by the
Escrowed Bonus previously earned and the remaining deficit, if any,
shall be carried forward to the Fourth Period.
(4) For the Fourth Period the Executive shall be paid a bonus
equal to the UPB with respect to business written during the Third
Period, plus the Escrowed Bonus, less any deficit from the Third
Period. The bonus shall be distributed and allocated as set forth in
paragraph C above, except that Executive shall be paid all funds in the
Escrow Bonus.
(E) For purposes of the bonus calculations under this Section 6.02, the
amortization period of the excess paid over the value of the assets shall be
three (3) years. In calculating the after tax profit, the Company will not
allocate corporate overhead or credit investment income to the results of
INTERRA's operations. For purposes of calculating underwriting gain or loss on
business placed or written by or through INTERRA into or with USF RE, Executive
agrees that the Company shall have the sole right to determine the loss reserves
applicable to such business. Underwriting gain (loss) shall be calculated as the
difference between net earned reinsurance premium and (1) incurred losses; (2)
commission expenses, including INTERRA's fees and commissions; and (3) the
reinsurer's underwriting expense calculated at 2.5% of net earned reinsurance
premium.
5
6.03 Death or Disability: In the event of the death or disability of
--------------------
Executive during the period of his employment, the Company will pay to
Executive, his estate, or any other person whom the Executive shall have
designated in writing for such purpose, (i) the amount of salary due to
Executive under Section 6.01, to a maximum of one year; and (ii) any bonus
payments that would be due to Executive under Section 6.02 through December 31,
2001, which bonus payments shall be calculated and distributed in accordance
with the formula set forth in Section 6.02. "Disability" for purposes of this
Agreement shall be the inability of Executive to perform services under the
Agreement for a period of 60 days during any 120 day period.
Section 7 - Benefits.
--------
7.01 General: Executive shall be entitled to participate in employee
-------
benefit plans generally available to other employees of the Company, including
group health, life and disability insurance, paid vacation, sick leave and any
stock option, savings and retirement plans and shall be entitled to an
automobile allowance of $500 per month. In addition to the bonus described in
Section 6.02 above, the Executive shall be entitled to participate in the
Company's annual cash bonus plan. The terms of such participation shall be
determined following the execution of this Agreement.
7.02 Club membership: Subject to approval by the Company's Chief
----------------
Executive Officer, the Company shall reimburse Executive for membership in a
business club. The Company will pay monthly and annual dues as well as any
charges for entertainment at such club when the entertainment is related to the
performance of Executive's services on behalf of the Company.
7.03 Expense Reimbursement: Executive is authorized to incur ordinary
----------------------
and necessary expenses in connection with the promotion, operation and
furtherance of the business affairs of the Company, consistent with the
Company's policies as applicable to all employees. Executive shall be reimbursed
by the Company for duly incurred business expenditures upon presentation by the
Executive to the Company of an itemized account of such expenditures, together
6
with appropriate receipts and vouchers. The itemized account shall be submitted
not less often than monthly on the Company's forms and in accordance with its
procedures.
7.04 Severance Agreement: Subject to approval by the Company's Board of
-------------------
Directors, the Company and the executive will enter into a Severance Agreement
providing certain benefits to Executive in connection with a "Change in Control"
of the Company, upon terms and conditions comparable to Severance Agreements
with other Senior Vice Presidents of the Company. Executive agrees that in the
event he is terminated while this Agreement is in effect and under circumstances
that would entitle him to a payment under the Severance Agreement, if in effect,
Executive shall be entitled to receive either (i) the salary and bonus
termination payments as provided for in this Agreement, or (ii) the salary and
bonus termination payments provided for in the Severance Agreement, whichever
are greater. Under no conditions shall Executive be entitled to receive salary
and bonus termination payments under this Agreement and the Severance Agreement.
Section 8 - Termination.
-----------
8.01 Termination for Cause: At any time during the period covered by
----------------------
this Agreement the Company may terminate the Executive from his employment under
this Agreement for cause. The term "cause" in this Agreement for purposes of
termination shall include, but not be limited to: (i) the commission by
Executive of any act of fraud or dishonesty; (ii) a conviction of Executive of a
felony in either a state or federal court proceedings; (iii) the material breach
or violation by Executive of any term or condition of this Agreement, including,
but not limited to, the failure by Executive to diligently and faithfully carry
out his duties under this Agreement and the failure of Executive to act in
accordance with the Company's policies and procedures (including any
underwriting guidelines) or as instructed by the Company's Chief Executive
Officer or any other duly authorized representatives of the Company; (iv) the
failure by Executive to devote sufficient time to the performance of his duties
under this Agreement; (v) Executive taking action, directly or indirectly, for
himself or for others, to establish or participate in other business enterprises
(other than as a mere passive equity investor of less than 10% of the stock of
another corporation), whether or not such enterprises are in competition with
the Company; (vi) Executive's failure to follow the Company's business
7
practices, including but not limited to, its underwriting and rating guidelines,
its marketing practices and its claims handling and settlement procedures; or
(vii) Executive engaging in activities which place Executive in a direct or
indirect conflict of interest with the Company including, but not limited to,
being involved or associated with, directly or indirectly, an individual,
company, firm or other entity that is in competition with the Company's business
activities. In the event of termination of Executive for cause, the Company will
pay to the Executive the accrued but unpaid salary or other compensation due to
Executive under the terms of this Agreement to the date of such termination, but
shall have no obligation to make any further payments of salary, bonus payments
under Section 6 hereof or any other compensation. Such payment shall be made to
Executive either in a lump sum or in accordance with the Company's normal
payroll policies and procedures, at the discretion of the Company.
8.02 Involuntary Termination (Without Cause): The Company shall have
-----------------------------------------
the right to terminate the Executive involuntarily and without any cause or any
reason by paying to the Executive (i) all salary payments which would be due and
payable to the Executive pursuant to the provisions of Section 6.02 of this
Agreement for the remainder of the term of this Agreement; (ii) any accrued but
unpaid expense reimbursements, vacation pay or other compensation due to
Executive through the date of termination; and (iii) any bonus payments that
would be due to Executive under Section 6.02. Payments of salary and other
compensation shall be made to Executive either in a lump sum or in accordance
with the Company's normal payroll policies and procedures, at the discretion of
the Company. Bonus payments shall be computed and distributed as set forth in
Section 6.02 and shall be paid to Executive only at the time of and to the
extent that such bonuses are deemed earned, in accordance with the formulas set
forth in Section 6.02.
Section 9 - Covenants of Non-Competition, Non-Solicitation and
--------------------------------------------------
Non-Disclosure.
--------------
9.1 Term of Covenants: It is the intent, understanding and agreement of
-----------------
the parties to this Agreement that these covenants of non-competition,
non-solicitation and non-disclosure are to run for the period commencing from
8
the date of Executive's employment under this Agreement and continuing for a
period of three (3) years after termination of such employment, and that all
provisions of whatever nature contained in these covenants shall be binding upon
the Executive during such applicable period and shall inure to the benefit of
Company; provided, however, that in the event that Executive's employment is
terminated by the Company "without cause" pursuant to Section 8.02 hereof, then
the term of the covenants of non-competition and non-solicitation shall expire
twelve months from the effective date of such termination. The term of the
covenant of non-disclosure shall not be effected by such termination.
9.2 Covenant of Non-Competition: Executive shall not during such
-----------------------------
aforementioned term, either directly or indirectly, for himself or another
person, firm, corporation or business, whether as a sole owner, shareholder,
officer, director, employee, agent, consultant or otherwise (except as a less
than 10% shareholder only of a publicly held corporation and as the owner of 5%
of the stock of SRI) engage in or be involved in any business that, through
marketing, sales, underwriting, claims handling, consulting or through other
means or devices is engaged in offering or selling the classes or lines of
insurance and reinsurance in which INTERRA or the Company are engaged at the
closing of the acquisition of INTERRA by the Company. The covenants contained in
this Section 9.2 shall specifically refer to those counties in the states in
which INTERRA conducted its business prior to the Company's acquisition of
INTERRA from Executive, and to those counties in the states in which INTERRA and
the Company carry on their business operations following the date of this
Agreement. It is agreed that for purposes of this Section 9.2, the Company and
INTERRA are deemed to be conducting business in those counties of any state
where business operations are conducted by producers with whom the Company and
INTERRA have a business relationship.
9.03 Covenant of Non-Solicitation: Executive agrees that during the
-----------------------------
term of these covenants he shall not, either directly or indirectly, for himself
or another person, firm, corporation or business, solicit or cause to be
solicited the customers of the Company or its affiliates, nor shall he, during
9
such period, either directly or indirectly, for himself or for others, employ or
assist any competitor of the Company or its affiliates in the employment of any
employee of the Company.
9.04 Confidential Information: During the course of his future
-------------------------
association with the Company and by virtue of Executive's former position with
and his ownership of the stock of his former employer, INTERRA, Executive has
had and shall have access to a wide variety of confidential information of the
Company, its affiliates and INTERRA and their accounts and methods of operation,
including, but not limited to, the following specified items and information and
the following general classes of information:
(i) "Customer Lists" which consist of current and former
insureds and current and former clients of the Company and INTERRA;
(ii) The Company's and INTERRA's criteria, their methodology
for accepting clients and their operating criteria which are unique to the
Company and INTERRA and have been developed or acquired strictly for their own
use;
(iii) Computer programs and systems of the Company and INTERRA
used or which may be used in the conduct of the Company's and INTERRA's business
which are unique to the Company and INTERRA and have been developed or acquired
strictly for their own use;
(iv) All information respecting the Company's and INTERRA's
underwriting methodology and systems for accepting, issuing and renewing its
insurance or reinsurance products;
(v) Lists of the Company's and INTERRA's brokers, agents
and third-party administrators, referral sources and other producers of their
business;
(vi) Agreements of the Company and INTERRA; and
10
(vii) All other information relating to the Company's and
INTERRA's business and methods of operation which are unique to the Company and
INTERRA which have been developed or acquired strictly for their own use.
It is acknowledged and agreed by Executive that all such information as
described above is confidential information and property of the Company and
INTERRA and constitutes "Trade Secrets" of the Company and INTERRA. Executive
further acknowledges and agrees that the trade secrets of INTERRA are an asset
of INTERRA which the Company is acquiring as of the date of this Agreement, and
that as a stockholder of INTERRA, Executive will receive consideration from the
Company for its purchase of INTERRA and its assets, including its trade secrets.
9.05 Covenant of Non-Disclosure: Executive agrees that the items and
---------------------------
information classified hereinabove as "Trade Secrets" are of a confidential
nature, that such Trade Secrets are vital and essential to the continuing
well-being of the Company and INTERRA and that such Trade Secrets shall not be
disclosed to any parties other than as set forth herein. Executive acknowledges
that such Trade Secrets are not known to the general public nor are they known
by or disclosed to competitors of the Company and INTERRA, that disclosure of
such Trade Secrets can be advantageous to the Company's competitors and harmful
to the Company, and have been or will be disclosed to Executive because of his
position as a former owner of INTERRA and as a continuing employee of the
Company. Executive agrees not to make any such disclosure unless authorized in
writing to do so by the Company or unless required by applicable law, and
acknowledges that it is his responsibility to the Company that such Trade
Secrets not be disclosed by him to third parties since such a disclosure,
particularly to competitors of the Company, will adversely and materially affect
the Company's ability to do business and will cause substantial and irreversible
damage to the Company's economic well-being.
9.06 Enforcement of Covenants: It is the intention of the parties
--------------------------
hereto that the provisions of these covenants shall be enforced to the fullest
extent permissible under the laws and public policies of the State of California
and the State of Indiana. However, it is further agreed that the provisions of
these covenants will not preclude the Executive from engaging in a profession,
trade or business except as contemplated by the covenants of this Section 9,
which covenants are necessary to protect the legitimate interests of the Company
and INTERRA in their Trade Secrets and business.
9.07 Remedies:
--------
(i) The parties acknowledge and agree that given the
irreparable harm which could result to the Company from violations by Executive
of any of the provisions of these covenants, damages would be an inadequate
remedy at law for any such breach and that, in addition to any other rights or
remedies which the Company may have, the Company may enforce the provisions of
these covenants and may obtain relief for any breach or threatened breach of
these covenants, if necessary, by use of a temporary restraining order, a
preliminary injunction, permanent injunction, or specific performance.
(ii) For purposes of this Agreement, the Executive agrees that
any of the following shall be deemed per se to constitute irreparable injury to
the Company for which the Company shall be entitled to injunctive relief: (A)
use, misuse or disclosure of Trade Secrets, (B) solicitation of existing
customers; or (C) breach of any of the provisions related to covenants not to
solicit or to disclose Trade Secrets.
(iii) Any dispute arising out of or in connection with
this Section 9 will be resolved as provided in Section 10 hereof.
9.08 Severability of Covenants: The unenforceability (or the
---------------------------
modification to conform with such laws and public policies) of any provision of
these covenants shall not render unenforceable or impair the remainder of the
covenants. Accordingly, if any provisions of these covenants shall be determined
to be invalid or unenforceable, either in whole or in part, these covenants
shall be amended to delete or modify, as necessary, the offending provisions or
offending portions of said provisions and to alter the balance of these
covenants in order to render the same valid and enforceable. Without limiting
12
the generality of the foregoing, the parties agree that if the area covered by
these covenants, i.e., any state where the Company is presently carrying on its
business or where it may carry on its business during the term of these
covenants, or if the term of the covenants is deemed by a court or other body
having jurisdiction to be unreasonably broad, there shall be automatically
substituted for such area or term, such area of coverage or such length of time
as such court or other body having jurisdiction deems to be reasonable and
sufficient to protect the Company's interests herein.
Section 10 - Settlement of Disputes:
----------------------
10.1 Other than disputes arising under Section 9 hereof, any dispute
arising as a result of this Agreement or regarding the interpretation or
application of this Agreement, or any act which allegedly has or would violate
any provision of this Agreement must be submitted as a general reference
pursuant to California Code of Civil Procedure Section 638(1) to arbitration in
Orange County, California in accordance with the rules of Judicial Arbitration
and Mediation Service as the exclusive remedy for such claim or dispute. Either
party may make this request by serving on the other, in writing, a request to
arbitrate. Within 30 days after such service, either party may institute
proceedings in State Court to enforce this clause by filing appropriate papers.
If the parties cannot mutually select a judge from the arbitration panel, the
Court shall make the selection. The decision of the arbitrator will be final,
and it may then be entered as a superior court judgment (CCP 644) from which
either party may appeal pursuant to CCP 645.
10.2 The parties may agree on limited discovery. However, in the
absence of an agreement, each party shall (i) take not more than four
depositions, totaling not more than 12 hours cumulatively; (ii) propound not
more than four sets of interrogatories, not to exceed 40 single questions each;
(iii) serve not more than 10 requests for admissions; and (iv) propound not to
exceed 15 requests to produce documents, all as may be "reasonable," as measured
by circumstances and amount in dispute between the parties. Any disagreements
between the parties regarding discovery matters shall be resolved by the
Referee.
13
10.3 Other than a dispute arising under Section 9 hereof, the Referee
may resolve any claim or dispute arising out of, or in connection with, or based
upon this Agreement, whether or not such claim is described as breach of
contract or tort. Damages, however, shall be limited to those based on actual
damages and punitive damages may not be awarded. The prevailing party of any
such dispute or litigation shall be entitled to receive from the losing party
all costs and expenses, including reasonable counsel fees, incurred by the
prevailing party.
10.4 Any dispute arising out of or in connection with Section 9 of this
Agreement shall be brought in the Orange County Superior Court of the State of
California, or in the United States District Court for the Central District of
California, and by execution of this Agreement both the Company and Executive
accept the exclusive jurisdiction of such courts for disputes under Section 9
hereof, and hereby irrevocably agree to be bound by any judgment rendered
thereby in connection with this Agreement relating to such issues.
Section 11 - Setoff.
------
Amounts payable to Executive under this Agreement, whether they be
salary, benefits or other compensation, shall be subject to the Company's right
to setoff against any amounts which the Executive owes to the Company.
Section 12 - Non-Assignability.
-----------------
This Agreement is a personal service contract and the rights and duties
of the parties hereunder shall not be assignable, except in accordance with the
provisions of Section 13 of this Agreement. Any attempted assignment or transfer
not permitted by the terms of Section 13 shall be void and of no force and
effect.
Section 13 - Successors and Assigns.
----------------------
If the Company shall at any time be merged or consolidated into or with
any other corporation, or if substantially all of the assets of the Company are
transferred to another corporation or party, the provisions of this Agreement
shall be binding upon and inure to the benefit of the entity or successors
14
resulting from such merger or consolidation or to which such assets shall be
transferred. To the extent applicable, this Agreement shall be binding on the
devises, heirs, next of kin, executors and administrators of the Executive.
Section 14 - Notice.
------
(a) All notices, demands or other communications required or desired to
be given hereunder by any party shall be in writing and shall be validly given
or made to the other party if served personally on such other party or if
deposited in the United States mail, certified or registered, postage prepaid,
return receipt requested or by an express courier service generating a receipt,
e.g. Federal Express. If such notice, demand or other communication be served
personally, service shall be deemed made at the time of such personal service.
If such notice, demand or other communication be given by mail or courier
service, such notice shall be conclusively deemed given forty-eight (48) hours
after the deposit thereof in the United States mail or delivery to the courier
service, addressed to the party to whom such notice, demand or other
communication is to be given as hereinafter provided.
Notice shall be given to the Company at the following address:
The Centris Group, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President,
Chief Administrative Officer, Secretary and
General Counsel
With copies to: ▇.▇. ▇▇▇▇, Esq.
▇.▇. ▇▇▇▇, Prof. Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Notice shall be given to the Executive at the following address:
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
15
With copies to: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Any party hereto may change his address for purposes of receiving notices,
demands or other communications as herein provided by a written notice given in
the manner described above to the other party hereto.
Section 15 - Applicable Governing Law.
------------------------
This Agreement, having been negotiated, executed and delivered in the
State of California, which is the Company's state of incorporation, shall be
construed in accordance with the laws of the State of California; and the
validity, interpretation, performance and enforcement of this Agreement shall be
governed by the laws of the State of California, including its laws and
decisions relating to conflict of laws.
Section 16 - Severability.
------------
Every provision in this Agreement is intended to be severable. If any
term or provision hereof is illegal or invalid, for any reason whatsoever, such
illegality or invalidity shall not affect the validity or enforceability of the
remainder hereof.
Section 17 - Captions.
--------
The captions or headings in this Agreement are inserted for convenience
and identification only and are in no way intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or any provisions
hereof.
Section 18 - Amendments/Waivers.
------------------
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
Executive and the President of the Company. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.
16
Section 19 - Entire Agreement.
----------------
Except as otherwise provided in Section 7.04 hereto, this Agreement
expresses the entire agreement of the parties hereto, and supersedes all prior
written or oral promises, representations, understandings, arrangements and
agreements between these parties with respect to the subject matter herein. The
parties hereto further acknowledge and agree that neither of them has made any
representation to induce the execution and delivery of this Agreement, except
those as specifically set forth herein.
Section 20 - Signatures.
----------
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Executive has signed this
Agreement as indicated below, as of the day and year first written above.
THE CENTRIS GROUP, INC.
By /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chairman of the Board, President and
Chief Executive Officer
EXECUTIVE:
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
17