EMPLOYMENT AGREEMENT
EXHIBIT
10.7
THIS
EMPLOYMENT AGREEMENT (the “Agreement”), made and entered into as of January 1,
2005, by and between AmTrust Financial Services, Inc. a Delaware corporation,
with its principal office located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10038 (“AmTrust” or “Company”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(“Executive”).
WHEREAS,
AmTrust has determined that it is in the best interests of the Company and
its
stockholders to employ Executive and to set forth in this Agreement the
obligations and duties of both Company and Executive; and
WHEREAS,
AmTrust wishes to assure itself of the services of Executive for the period
hereinafter provided, and Executive is willing to be employed by Company for
said period, upon the terms and conditions provided in this
Agreement;
NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt of which
is
mutually acknowledged, Company and Executive (individually a “Party” and
together the “Parties”) agree as follows:
| 1. |
Definitions
|
| (a) |
“Beneficiary”
means the person or persons named by Executive pursuant to Section
15
below or, in the event that no such person is named who survives
Executive, his estate.
|
| (b) |
“Board”
means the Board of Directors of
AmTrust.
|
| (c) |
“Cause”
means:
|
| (i) |
Executive’s
conviction of a felony involving an act or acts of dishonesty on
his part
and resulting in gain or personal enrichment at the expense of
Company;
|
| (ii) |
willful
and continued failure of Executive to perform his obligations under
this
Agreement, resulting in demonstrable material economic harm to
Company;
|
| (iii) |
a
willful and material breach by Executive of the provisions of Sections
12
or 13 below to the demonstrable and material detriment of
Company.
|
Notwithstanding
the foregoing, in no event shall Executive’s failure to perform the duties
associated with his position caused by his mental or physical disability
constitute Cause for his termination.
For
the
purposes of this Section 1(c), no act or failure to act on the part of Executive
shall be considered “willful” unless it is done, or omitted to be done, by him
in bad faith or without reasonable belief that his action or omission was in
the
best interests of Company. Any act or failure to act based upon authority given
pursuant to a resolution adopted by the Board or based upon the advice of
counsel for Company shall be conclusively presumed to be done, or omitted to
be
done, by Executive in good faith and in the best interests of
Company.
| (d) |
“Code”
means the Internal Revenue Code of 1986, as amended from time to
time.
|
| (e) |
“Disability”
means the illness or other mental or physical disability of Executive,
as
determined by a physician acceptable to Company and Executive, resulting
in his failure during the Employment Term (i) to perform substantially
his
applicable material duties under this Agreement for a period of six
consecutive months and (ii) to return to the performance of his duties
within thirty (30) days after receiving written notice of
termination.
|
| (f) |
“Employment
Term” means the period specified in Section 2(b)
below.
|
| (g) |
“Fiscal
Year” means the fiscal year of the
Company.
|
| (h) |
“Good
Reason” means, at any time during the Employment Term, in each case
without Executive’s prior written consent or his
acquiescence:
|
| (i) |
reduction
in his then current Salary;
|
| (ii) |
diminution,
reduction or other adverse change in the bonus or incentive compensation
opportunities available to Executive (with respect to the level of
bonus
or incentive compensation opportunities, the applicable performance
criteria and otherwise the manner in which the bonuses and incentive
compensation are determined) in the aggregate from those available
as the
date hereof in accordance with Section 4(a)
below;
|
| (iii) |
Company’s
failure to pay Executive any amounts otherwise vested and due him
hereunder or under any plan or policy of
Company;
|
| (iv) |
diminution
of Executive’s titles, position, authorities or responsibilities,
including not serving on the Board;
|
| (v) |
assignment
to Executive of duties incompatible with his position of
President;
|
| (vi) |
imposition
of a requirement that Executive report other than to the full
Board;
|
| (vii) |
a
material breach of the Agreement by Company that is not cured within
10
business days after written notification by Executive of such breach;
or
|
-2-
| (i) |
“Salary”
means the annual salary provided for in Section 3 below, as adjusted
from
time to time.
|
| (j) |
“Spouse”
means, during the Term of Employment, the woman who as of any relevant
date is legally married to
Executive.
|
| (k) |
“Subsidiary”
means any corporation of which Company owns, directly or indirectly,
more
than fifty percent (50%) of its voting
stock.
|
| 2. |
EMPLOYMENT
TERM, POSITIONS AND DUTIES
|
| (a) |
Employment
of Executive. Company hereby employs Executive, and Executive hereby
accepts employment with Company, in the positions and with the duties
and
responsibilities set forth below and upon such other terms and conditions
as are hereinafter stated. Executive shall render services to Company
principally at Company’s corporate headquarters, but he shall do such
traveling on behalf of Company as shall be reasonably required in
the
course of the performance of his duties
hereunder.
|
| (b) |
Employment
Term. The initial Employment Term shall commence as of January 1,
2005 and
shall terminate on December 31, 2009 (the “Initial Employment Term”). Upon
expiration of the initial Employment Term, this Agreement shall renew
automatically for successive three year terms (“Successive Employment
Terms”), unless either party has provided one hundred eighty (180) days
written notice of its of his intention not to renew prior to the
expiration of the Initial Employment Term or any Successive Employment
Term. The Initial Employment Term and each Successive Employment
Term,
collectively, shall constitute the Employment
Term.
|
| (c) |
Titles
and Duties
|
| (i) |
Until
the date of termination of his employment hereunder, Executive shall
be
employed as President and Chief Executive Officer reporting to the
full
Board. In his capacity as President and Chief Executive Officer,
Executive
shall have the customary powers, responsibilities and authorities
of
presidents of corporations of the size, type and nature of Company
including, without limitation, authority, in conjuction with the
Board as
appropriate, to hire and terminate other employees of
Company.
|
| (ii) |
During
the Employment Term, Company shall use its best efforts to secure
the
election of Executive to the Board. During the Employment Term, if
the
Board forms an executive or similar committee, Executive shall serve
thereon.
|
-3-
| (d) |
Time
and Effort
|
| (i) |
Executive
recognizes that, during the Employment Term, he owes an undivided
duty of
loyalty to Company and agrees to devote substantially all of his
business
time and attention as is reasonably necessary to the performance
of his
duties and responsibilities and to use his best efforts to promote
and
develop the business of Company and its affiliates;
and
|
| (ii) |
Nothwithstanding
the foregoing, nothing shall preclude Executive from (a) serving
on the
boards of a reasonable number of trade associations, charitable
organizations and/or businesses not in competition with Company,
(b)
engaging in charitable activities and community affairs and (c) managing
his personal investments and affairs; provided, however, that, such
activities do not materially interfere with the proper performance
of his
duties and responsibilities specified in Section 2 (c)
above.
|
| 3. |
SALARY
|
| (a) |
Initial
Salary. Executive shall receive from Company a Salary, payable in
accordance with the regular payroll practices of Company, in a minimum
amount of $600,000.
|
| (b) |
Salary
Increases. Executive shall be entitled to a salary review annually
commencing on the first anniversary of the Effective Date of this
Agreement. Such salary review shall be based entirely on merit and
any
salary adjustments shall be determined by the Board or compensation
committee thereof. Any amount to which Executive’s Salary is increased, as
provided in this Section 3(b) or otherwise, shall not thereafter
be
reduced without his consent, and the term “Salary” as used in this
Agreement shall refer to his Salary as thus
increased.
|
|
4.
|
BONUSES
|
| (a) |
Annual
Profit Bonus. Provided that the pre-tax profit of Company equals
or
exceeds the target profit for the subject Fiscal Year set forth herein,
Company shall pay Executive an amount equal to two percent (2%) of
the
Company’s pre-tax profit for each Fiscal Year or portion thereof during
the Employment Term, subject to a maximum amount equal to two and
one half
times Executive’s Salary as of the end of the Fiscal Year. For purposes of
computing the Profit Bonus, profit means Company’s revenues less expenses
determined in accordance with generally accepted accounting principles
on
a consistent basis. The Annual Profit Bonus for each Fiscal Year
shall be
paid no later than one hundred twenty (120) days as of the end of
the
Fiscal Year. The target profit for each Fiscal Year of the Employment
Term
is as follows:
|
Fiscal
Year 2005: $20
million
Fiscal
Year 2006: $22
million
Fiscal
Year 2007 $24.2
million
Fiscal
Year 2008: $26.6
million
Fiscal
Year 2009: $29.3
million
-4-
The
target profit for Successive Employment Terms shall be determined by the Board
or the compensation committee thereof, provided that the target profit for
any
Fiscal Year may not be increased by more than 10% from the target profit for
the
prior Fiscal Year without the express written consent of Executive.
| (b) |
Special
Bonus. Executive shall be eligible to receive additional bonuses
during
the Employment Term. The Board or the compensation committee thereof
shall
determine, in its discretion, the occasion for payment, and the amount,
of
any such bonus.
|
| 5. |
LONG-TERM
INCENTIVE
|
During
the Employment Term, Executive shall be eligible to participate in any long-term
incentive compensation plan established by Company for the benefit of Executive
or, in the absence thereof, under any such plan established for the benefit
of
members of the senior management of Company.
| 6. |
EQUITY
OPPORTUNITY
|
During
the Employment Term, Executive shall be eligible to receive grants of options
to
purchase shares of Company’s stock and awards of shares of Company’s stock,
either or both as determined by the Board or Options Committee thereof, under
and in accordance with the terms of applicable plans of Company and related
option and award agreements. It is the intention of Company to grant stock
options to Executive during the Employment Term.
|
7.
|
EXPENSE
REIMBURSEMENT; CERTAIN OTHER COSTS
|
During
the Employment Term, Executive shall be entitled to prompt reimbursement by
Company for all reasonable out-of-pocket expenses incurred by him in performing
services under this Agreement, upon his submission of such accounts and records
as may be reasonably required by Company.
|
8.
|
PERQUISITES
|
During
the Employment Term, Company shall provide Executive with the following
perquisites:
| (a) |
an
office of a size and with furnishings and other appointments, and
personal
secretarial and other assistance, at least equal to that provided
to
Executive by Company as of the date hereof;
and
|
| (b) |
payment
of and the use of an automobile and payment of related expenses on
the
same terms as in effect on the date hereof or, if more favorable
to
Executive, as made available generally to other executive officers
of
Company and its affiliates at any time thereafter, but in no event
to
exceed, in total, One Thousand Dollars ($1,000) per
month.
|
-5-
|
9.
|
EMPLOYEE
BENEFIT PLANS
|
| (a) |
General.
During the Employment Term, Executive shall be entitled to participate
in
all employee benefit plans and programs made available to Company’s senior
executives or to its employees generally, as such plans or programs
may be
in effect from time to time, including, without limitation, pension
and
other retirement plans, profit-sharing plans, savings and similar
plans,
group life insurance, hospitalization insurance, surgical insurance,
major
and excess major medical insurance, dental insurance, short-term
and
long-term disability insurance, sick leave (including salary continuation
arrangements), holidays, vacation (not less than four weeks in any
calendar year) and any other employee benefit plans or programs that
may
be sponsored by Company from time to time, including plans that supplement
the above-listed types of plans, whether funded or
unfunded.
|
| (b) |
Medical
Insurance. During the Employment Term, Company shall reimburse Executive
for one hundred percent (100%) of the cost of health insurance through
Company’s group health plan for himself, his Spouse and his dependent
children.
|
| (c) |
Life
Insurance Benefit. In addition to the group life insurance available
to
employees generally, Company shall provide Executive with an individual
permanent life insurance benefit in an initial amount of not less
than the
Salary, the terms and conditions of such benefit to be more fully
described in an insurance ownership agreement between Executive and
Company.
|
|
10.
|
TERMINATION
OF EMPLOYMENT
|
| (a) |
Termination
by Mutual Agreement. The Parties may terminate this Agreement by
mutual
agreement at any time. If they do so, Executive’s entitlements shall be as
the Parties mutually agree.
|
| (b) |
General.
Notwithstanding anything to the contrary herein, in the event of
termination of Executive’s employment under this Agreement, he or his
Beneficiary, as the case may be, shall be entitled to receive (in
addition
to payments and benefits under, and except as specifically provided
in,
subsections (c) through (f) below as
applicable):
|
| (i) |
his
Salary through the date of
termination;
|
| (ii) |
any
annual or special bonus awarded or earned, including the Annual Profit
Bonus earned through the date of termination, but not yet paid to
him;
|
-6-
| (iii) |
any
deferred compensation under any incentive compensation plan or other
deferred compensation plan of
company;
|
| (iv) |
any
other compensation or benefits, including without limitation long-term
incentive compensation described in Section 5 above, benefits under
equity
grants and awards described in Section 6 above and employee benefits
under
plans described in Section 9 above, that have vested through the
date of
termination or to which he may then be entitled in accordance with
the
applicable terms and conditions of each grant, award or plan;
and
|
| (v) |
reimbursement
in accordance with Sections 9(a) above of any business expenses incurred
by Executive, as applicable, through the date of termination but
not yet
paid to him.
|
| (c) |
Termination
due to Death. In the event that Executive’s employment is terminated due
to his death, his Beneficiary shall be entitled, in addition to the
compensation and benefits specified in Section 10(b), to his Salary
payable for the remainder of the Employment Term or for one year,
whichever is greater, at the rate in effect immediately before such
termination.
|
| (d) |
Termination
due to Disability. In the event of Disability, Company or Executive
may
terminate Executive’s employment. If Executive’s employment is terminated
due to Disability, he shall be entitled, in addition to the compensation
and benefits specified in Section 10(b), to his Salary payable for
the
remainder of the Employment Term or one year, whichever is greater,
at the
rate in effect immediately before such termination, offset by any
long-term disability insurance benefit that Company may have elected
to
provide for him.
|
| (e) |
Termination
by Company for Cause. Company may terminate Executive’s employment
hereunder for Cause only upon written notice to Executive not less
than 30
days prior to an intended termination, which notice shall specify
the
grounds for such termination in reasonable detail. Cause shall in
no event
be deemed to exist except upon a finding reflected in a resolution
approved by a majority (excluding Executive) of the members of the
Board
(whose findings shall not be binding upon or entitled to any deference
by
any court, arbitrator or other decision-maker ruling on this Agreement)
at
a meeting of which Company shall have been given proper notice and
at
which Executive (and his counsel) shall have a reasonable opportunity
to
present his case. In the event that Executive’s employment is terminated
for Cause, he shall be entitled only to the compensation and benefits
specified in Section 10(b).
|
-7-
| (f) |
Termination
Without Cause or by Executive for Good
Reason.
|
| (i) |
Termination
without Cause shall mean termination of Executive’s employment by Company
and shall exclude termination (a) due to death, Disability or Cause
or (b)
by mutual written agreement of Executive and Company. Company shall
provide Executive fifteen (15) days’ prior written notice of termination
by it without Cause, and Executive shall provide Company fifteen
(15)
days’ prior written notice of his termination for Good
Reason.
|
| (ii) |
In
the event of termination by Company of Executive’s employment without
Cause or of termination by Executive of his employment for Good Reason,
he
shall be entitled, in addition to the compensation and benefits specified
in Section 10(b), to:
|
| (A) |
A
lump-sum payment equal to the Salary payable to him for the remainder
of
the Employment Term at the rate in effect immediately before such
termination;
|
| (B) |
A
lump-sum payment equal to the annual profit bonuses for the remainder
of
the Employment Term (including a prorated bonus for any partial Fiscal
Year) equal to the greater of the average of the bonuses awarded
to him
during the three Fiscal Year preceding the Fiscal Year of termination
or
the bonus awarded to him for the Fiscal Year immediately preceding
termination;
|
| (C) |
Continued
participation in all employee benefit plans or programs available
to
Company employees generally in which Executive was participating
on the
date of termination of this employment until the end of the Employment
Term; provided; however, that (x) if Executive is precluded from
continuing his participation in any employee benefit plan or program
as
provided in this clause (C), he shall be entitled to the after-tax
economic equivalent of the benefits under the plan or program in
which he
is unable to participate until the end of the Employment Term, and
(y) the
economic equivalent of any benefit foregone shall be deemed to be
the
lowest cost that Executive would incur in obtaining such benefit
on an
individual basis; and
|
| (D) |
Other
benefits in accordance with applicable plans and programs of the
Company.
|
| (E) |
Continued
payment of one hundred percent (100%) of the cost of health insurance
through Company’s group health plan for himself, his Spouse and his
dependent children.
|
| (iii) |
Prior
written consent by Executive to any of the events described in Section
1(h) above shall be deemed a waiver by him of his right to terminate
for
Good Reason under this Section 10(f) solely by reason of the events
set
forth by waiver.
|
-8-
|
11.
|
CONFIDENTIAL
INFORMATION
|
| (a) |
General
|
| (i) |
Executive
understands and hereby acknowledges that as a result of his employment
with Company he will necessarily become informed of and have access
to
certain valuable and confidential information of Company and any
of is
Subsidiaries, joint ventures and affiliates, including, without
limitation, inventions, trade secrets, technical information, computer
software and programs, know-how and plans (“Confidential Information”),
and that any such Confidential Information, even though it may be
developed or otherwise acquired by Executive, is the exclusive property
of
Company to be held by him in trust solely for Company’s
benefit.
|
| (ii) |
Accordingly,
Executive hereby agrees that, during the Employment Term and thereafter,
he shall not, and shall not cause others to use, reveal, report,
publish,
transfer or otherwise disclose to any person, corporation or other
entity
any Confidential Information without prior written consent of the
Board,
except to (a) responsible officers and employees of Company or (b)
responsible persons who are in a contractual or fiduciary relationship
with Company or who need such information for purposes in the interest
of
Company. Notwithstanding, the foregoing, the prohibitions of this
clause
(ii) shall not apply to any Confidential Information that becomes
of
general public knowledge other than from Executive or is required
to be
divulged by court order or administrative
process.
|
| (b) |
Return
of Documents. Upon termination of his employment with Company for
any
reason, Executive shall promptly deliver to Company all plans, drawings,
manuals, letters, notes, notebooks, reports, computer programs and
copies
thereof and all other materials, including without limitation those
of a
secret or confidential nature, relating to Company’s business that are
then in his possession or control.
|
| (c) |
Remedies
and Sanctions. In the event that Executive is found to be in violation
of
Section 11(a) or (b) above, Company shall be entitled to relief as
provided in Section 13 below.
|
-9-
|
12.
|
NONCOMPETITION/NONSOLICITATION
|
| (a) |
Prohibitions.
Executive shall not, without prior written authorization of the Board,
directly or indirectly, though any other individual or
entity:
|
| (i) |
become
an officer or employee of, or render any service to, and direct competitor
of Company during the Employment
Term;
|
| (ii) |
solicit
or induce any customer of Company to cease purchasing goods or services
from Company or to become a customer of any competitor of Company
during
the Employment Term or for a period of one year thereafter;
or
|
| (iii) |
solicit
or induce any employee of Company to become employed by any competitor
of
Company during the Employment Term or for a period of one year
thereafter.
|
| (b) |
Remedies
and Sanctions. In the event that Executive is found to be in violation
of
Section 12(a) above, Company shall be entitled to relief as provided
in
Section 13 below.
|
| (c) |
Exceptions.
Notwithstanding, anything to the contrary in Section 12(a) above,
its
provisions shall not:
|
| (i) |
apply
if Company terminates Executive’s employment without Cause or Executive
terminates his employment for Good Reason, each as provided in Section
10(f) above; or
|
| (ii) |
be
construed as preventing Executive from investing his assets in any
business that is not a direct competitor of
Company.
|
|
13.
|
REMEDIES/SANCTIONS
|
|
Executive
acknowledges that the services he is to render under this Agreement
are of
a unique and special nature, the loss of which cannot reasonably
or
adequately be compensated for in monetary damages, and that irreparable
injury and damage may result to Company in the event of any breach
of this
Agreement or default by Executive. Because of the unique nature of
the
Confidential Information and the importance of the prohibitions against
competition and solicitation, Executive further acknowledges and
agrees
that Company will suffer irreparable harm if he fails to comply with
his
obligations under Section 11(a) or (b) above or Section 12(a) above
and
that monetary damages would be inadequate to compensate Company for
any
such breach. Accordingly, Executive agrees that, in addition to any
other
remedies available to either Party at law, in equity or otherwise,
Company
will be entitled to seek injunctive relief or specific performance
to
enforce the terms, or prevent or remedy the violation, of any provisions
of this Agreement.
|
-10-
|
14.
|
BENEFICIARIES/REFERENCES
|
|
Executive
shall be entitled to select (and change, to the extent permitted
under any
applicable law) a beneficiary or beneficiaries to receive any compensation
or benefit payable under this Agreement following his death by giving
Company written notice thereof. In the event of Executive’s death, or of a
judicial determination of his incompetence, reference in this Agreement
to
Executive shall be deemed to refer, as appropriate, to his beneficiary,
estate or other legal
representative.
|
|
15.
|
WITHHOLDING
TAXES
|
|
All
payments to Executive or his Beneficiary under this Agreement shall
be
subject to withholding on account of federal, state and local taxes
as
required by law.
|
|
16.
|
INDEMNIFICATION
AND LIAIBLITY INSURANCE
|
|
Nothing
herein is intended to limit Company’s indemnification of Executive, and
Company shall indemnify him to fullest extent permitted by applicable
law
consistent with Company’s Certificate of Incorporation and By-Laws as in
effect at the beginning of the Employment Term, with respect to any
action
or failure to act on his part while he is an officer, director or
employee
of Company or any Subsidiary. Company shall cause Executive to be
covered
at all times by directors’ and officers’ liability insurance on terms no
less favorable than the directors’ and officers’ liability insurance
maintained by Company in effect on the date hereof in terms of coverage
and amounts. Company shall continue to indemnify Executive as provided
above and maintain such liability insurance coverage for him after
the
Employment Term for any claims that may be made against him with
respect
to his service as a director or officer of
Company.
|
|
17.
|
EFFECT
OF AGREEMENT ON OTHER BENEFITS
|
|
The
existence of this Agreement shall not prohibit or restrict Executive’s
entitlement to participate fully in compensation, employee benefit
and
other plans of Company in which senior executives are eligible to
participate.
|
| 18. |
ASSIGNABILITY;
BINDING NATURE.
|
This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors, heirs (in the case of Executive) and assigns.
No
rights or obligations of Company under this agreement may be assigned or
transferred by Company except pursuant to (a) a merger or consolidation in
which
Company is not the continuing entity or (b) sale or liquidation of all or
substantially all of the assets of Company, provided that the surviving entity
or assignee or transferee is the successor to all or substantially all of the
assets of Company and such surviving entity or assignee or transferee assumes
the liabilities, obligations and duties of Company under this Agreement, either
contractually or as a matter of law.
-11-
Company
further agrees that, in the event of a sale of assets or liquidation as
described in the preceding sentence, it shall use its best efforts to have
such
assignee or transferee expressly agree to assume the liabilities, obligations
and duties of Company hereunder; provided, however, that notwithstanding such
assumption, Company shall remain liable and responsible for fulfillment of
the
terms and conditions of this Agreement. No rights or obligations of Executive
under this Agreement may be assigned or transferred by him.
| 29. |
REPRESENTATIONS.
|
The
Parties respectively represent and warrant that each is fully authorized and
empowered to enter into this Agreement and that the performance of its or his
obligations, as the case may be, under this Agreement will not violate any
agreement between such Party and any other person, firm or organization. Company
represents and warrants that this agreement has been duly authorized by all
necessary corporate actions and is valid, binding and enforceable in accordance
with its terms.
| 20. |
ENTIRE
AGREEMENT.
|
Except
to
the extent otherwise provided herein, this Agreement contains the entire
understanding and agreement between the Parties concerning the subject matter
hereof and supersedes any prior agreements, whether written or oral, between
the
Parties concerning the subject matter hereof, including without limitation
the
Prior Agreement. Payments and benefits provided under this Agreement are in
lieu
of any payments or other benefits under any severance program or policy of
Company to which Executive would otherwise be entitled.
| 21. |
AMENDMENT
OR WAIVER.
|
No
provision in this Agreement may be amended unless such amendment is agreed
to in
writing and signed by both Executive and an authorized officer of Company.
No
waiver by either Party of any breach by the other Party of any condition or
provision contained in this Agreement to be performed by such other Party shall
be deemed a waiver of a similar or dissimilar condition or provision at the
same
or any prior or subsequent time. Any waiver must be in writing and signed by
the
Party to be charged with the waiver. No delay by either party in exercising
any
right, power or privilege hereunder shall operate as a waiver
thereof.
-12-
| 22. |
SEVERABILITY.
|
In
the
event that any provision or portion of this agreement shall be determined to
be
invalid or unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain in
full force and effect to the fullest extent permitted by law.
| 23. |
SURVIVAL.
|
The
respective rights and obligations of the Parties under this Agreement shall
survive any termination of Executive’s employment with Company.
| 24. |
GOVERNING
LAW/JURISDICTION.
|
This
agreement shall be governed by and construed and interpreted in accordance
with
the laws of the State of New York, without reference to the principles of
conflict of laws.
| 25. |
COSTS
OF DISPUTES.
|
Company
shall pay, at least monthly, all costs and expenses, including attorney’s fees
and disbursements, of Executive in connection with any proceeding, whether
or
not instituted by Company or Executive, relating to any provision of this
agreement, including but nor limited to the interpretations, enforcement or
reasonableness thereof; provided, however, that, if Executive instituted the
proceeding and the judge or other decision-maker presiding over the proceeding
affirmatively finds that his claims were frivolous or were made in bad faith,
he
shall pay his own costs and expenses and, if applicable, return any amounts
theretofore paid to him or on his behalf under this Section 25. Pending the
outcome of any proceeding, Company shall pay Executive all amounts due to him
without regard to the dispute; provided, however, that if Company shall be
the
prevailing party in such a proceeding, Executive shall promptly repay all
amounts that he received during pendency of the proceeding (other than amounts
received pursuant to this Section 25).
| 26. |
NOTICES.
|
Any
notice given to either Party shall be in writing and shall be deemed to have
been given when delivered either personally, by fax, by overnight delivery
service (such as Federal Express) or sent by certified or registered mail
postage prepaid, return receipt requested, duly addressed to the Party concerned
at the address indicated below or to such changed address as the Party may
subsequently give notice of.
-13-
If
to
Company or the Board:
▇▇
▇▇▇▇▇▇
▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
General Counsel
FAX:
(▇▇▇) ▇▇▇-▇▇▇▇
If
to
Executive:
▇▇▇▇▇
▇.
▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
| 27. |
HEADINGS.
|
The
headings and sections contained in this Agreement are for convenience only
and
shall not be deemed to control or affect the meaning or construction of any
provision of this Agreement.
| 28. |
COUNTERPARTS.
|
This
Agreement may be executed in counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts together shall
constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates
set forth below:
| AmTrust Financial Services, Inc. | |||
| By:________________________________________ | Date:_________ | ||
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
|||
|
Chairman
of the Board of Directors
|
|||
| Date:_________ | |||
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
-14-