EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 17th day of April, 2024, by and between HCI GROUP, INC. (“the Company”) and PARESH S. PATEL (“Executive”) (individually, a “Party,” collectively, the “Parties”).
RECITALS
WHEREAS, the Company wishes to retain Executive as Chief Executive Officer to perform the duties and responsibilities described in this Agreement and as the Company’s Board of Directors may assign to Executive from time-to-time;
WHEREAS, Executive desires to be employed by the Company and to serve as the Company’s Chief Executive Officer in accordance with the terms and provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto represent, warrant, undertake, covenant and agree as follows:
Duties, Responsibilities and Authorities. During the Term, Executive shall serve as the Company’s Chief Executive Officer. In such capacity, Executive shall have the duties, responsibilities and authorities as may be assigned to him from time-to-time by the Company’s Board of Directors,. provided such duties, responsibilities and authorities are consistent with the duties, responsibilities and authorities typically assigned to the chief executive officers at other similar corporations or business entities. The Company will provide Executive with an office at the Executive’s principal work location or at such other location as agreed to by the Executive and the Company, and other working facilities and secretarial and other assistance suitable to his position and reasonably required for the performance of his duties hereunder. Executive’s principal places of employment will be in Tampa, Florida or such other place to which the parties agree, but in no event more than 20 miles from Tampa, Florida Executive agrees to serve on the Company’s Board of Directors, if elected. The Company will use its best efforts to cause Executive to be
elected to the board of directors of Company (or its successor in interest), and to nominate Executive as a member of the management slate at each annual meeting of shareholders at which Executive's director class comes up for election.
In the event of a Change-in-Control, Executive shall have the right to terminate this Agreement by giving written notice, satisfying the requirements of Section 7, within 180
days of such Change-in-Control. In such event, the Company, or its acquirer or successor, shall pay Executive the Severance set forth in Section 6(h), in addition to any portion of Executive’s Base Salary which is accrued, but not yet paid.
For purposes of this Agreement, Work Product includes, but is not limited to, Company information, including plans, publications, research, strategies, techniques, agreements, documents, contracts, terms of agreements, negotiations, know-how, computer programs, computer applications, software design, web design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market studies, formulae, notes, communications, algorithms, product plans, product designs, styles, models, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, client information, customer lists, client lists, manufacturing information, marketing information, advertising information, and sales information.
Upon submission of proper receipts, the Company promptly shall reimburse Executive for any reasonable expenses incurred by Executive in complying with the provisions of Subsections (a), (b), and (f) of this Section
Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Confidential Information shall not include information that is generally available to and known by the public, provided that such disclosure to the public is through no direct or indirect fault of Executive or person(s) acting on Executive’s behalf.
Notwithstanding the foregoing, Confidential Information shall not include any information that (i) was or becomes available to Executive from a source other than the Company that is not bound by a duty of confidentiality to the Company or (ii) becomes generally available or known in the industry other than as a result of its disclosure by Executive; provided, in each case, that Executive shall bear the burden of demonstrating that the information falls under one of the above-described exceptions.
(1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.
EXECUTIVE HCI GROUP, INC.
______________________________ By: ____________________________
Paresh S. Patel
as its ____________________________
SCHEDULE A
COMPENSATION SCHEDULE