EMPLOYMENT AGR EEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of the
\ the 18 of December , 2023, by and between CONIFER HOLDINGS , IN C., a M ichigan corporation (the "Company") and N ICHOLAS J. PETCO FF (the "Executive").
BACKGROUND
The Board of Directors of the Company (the "Board") has determined that it is i n the best interests of the Company and its stockholders to continue to employ the Executive. The Company and the Executive desire to enter into this Agreement to set forth the terms and cond itions of the Executive's employment relationshi p. This Agreement shall represent the entire understand ing and agreement between the parties with respect to the Executive 's employment with the Company.
NOW , THEREFORE , in consideration of the foregoing and the terms and cond itions set forth herein, the parties agree as follows:
TERMS AND CONDITIONS
the Company. Subject to Section 3(c), the Company may make changes to the Executi ve's roles, responsi bil ities and reporti ng from time to time wi thout advance notice to accommodate i ts business interest and this Agreement will continue to apply after such changes.
(ii) Duri ng the Employment Period, and exclud ing any periods of paid time off or other leave to which the Executive is entitled , the Executive agrees to devote reasonable attention and time duri ng normal busi ness hours and on a full-ti me basis to the business and affairs of the Company , to discharge the responsi bi l ities assigned to the Executive hereunder, and to use the Executive's reasonable best efforts to perform faithful ly and efficientl y such responsibi l ities. During the Employment Period it shal l not be a violation of this Agreement for the Executive to (A) be employed by the Company or any of i ts subsid iaries or Affiliates, (B) serve on corporate, civic or charitable boards or committees, and (C) manage personal investments, so long as such activi ties do not significantl y interfere wi th the performance of the Executive's responsi bi l ities as an employee of the Com pa ny i n accordance with this Agreement.
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provided by the Compa ny and its affil iated companies (includ ing, witho ut l imitation , med ical , prescri ption , dental, d isability , employee life, group l i fe, accidental death and travel accident insurance plans and programs) to the extent avai lable generally or to other senior executi ve officers of the Company.
(vi) Vacation. Duri ng the Employment Period , the Executive shall be entitled to paid vacation in accordance with the pl ans, practices , polici es and programs of the Company consistent with the treatment of other senior executive officers of the Compan y. Up to ten ( 10) days shall roll over to the next year, if not used duri ng any calendar year. Other than as requi red by applicable law, upon termination of Executive's employment for any reason , the Company will not pay any accrued or unused vacation time.
(c) Recoupment of Unearned Incentive Com pensa tion. Executive shall be subject to the Company 's Policy for the Recovery of Erroneousl y Awarded Compensation.
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notified i n writing of the Executive's rights to continue such coverage after the term ination of the Executive's employment pursuant to this Section 3(d)(iv), provided that the Executive timel y complies with the cond itions to continue such coverage. The Executive understands and acknowled ges that the Executive is responsi ble to make all payments requi red for any such continued health care coverage that the Executive may choose to receive. For the avoidance of doubt, any such continuation coverage shal l run concurrently with the continuation coverage req uirements of the Consolidated Omnibus Bud get Reconci l iation Act and any simi lar state l aw.
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payments delayed pursuant to this Section 3(d) (whether they would have otherwise been payable i n a single sum or in installments i n the absence of such delay) shall be pa i d to the Executive in a lump sum, and all remai ning payments due under this Agreement shall be pa i d or provided in accordance wit h the normal payment dates specified for them herein ; and
(B) To the extent that benefits to be provided duri ng the Delay Period are considered "nonqualified deferred compensation " und er Section 409A provided on account of a "separation from service," the Executive shall pay the cost of such benefits du ri ng the Delay Period , and the Company shal l reimbu rse the Execut i ve, to the extent that such costs would otherwise have been paid or reimbursed by the Company or to the extent that such benefits would otherwise have been provided by the Com pan y at no cost to the Executi ve, for the Company's share of the cost of such benefits upon expiration of the Delay Period , and any remaini ng benefits shall be paid, reimbursed or provided by the Company i n accordance with the proced ures specified herei n .
The foregoing provision s of this Section 3(e) shall not apply to any payments or benefits that are excluded from the definition of "nonqualified deferred compensation" under Section 409A , includi ng, without l imitation, payments excluded from the definition of "nonqual i fied deferred compensation" on account of being separation pay due to an involuntary separation from service under Treasury Regulation l.409A- l (b)(9)(i i i) or on account of bei ng a "short-term deferral " und er Treasury Regulation l.409A- l (b)(4).
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Securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional Voti ng Securities that, assumi ng the repurchase or other acquisition had not occurred, increases the percentage of the then outstand ing Voting Securities Owned by the Subject Person over the designated percentage threshold, then a Change i n Control wi ll be deemed to occur;
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or other fiduciary hold ing securities under an employee benefit plan of the Company or any subsidiary of the Company, (C) an underwriter temporari ly holding securities pursuant to a registered public offering of such securities, or (D) an entity Owned, d irectly or ind irectl y, by the stockholders of the Company in substantial l y the same proportions as their Ownershi p of stock of the Company.
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Company shall not have cured such event within thirty (30) days of the receipt of such not ice, and (C) the Executi ve shall have term inated his employment within thirty (30) days after expiration of the thirty (30) day cure period set forth in the foregoing clause (B).
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(xvi) "Voting Securities" means all securi ties entitl ing the holders thereof to vote i n an annual election of d irectors of a company.
(g) Conflict with Plans. As permi tted und er the terms of the applica ble Plans, the Company and the Executive agree that the definitions of Termi nation for Cause or Termination for Good Reason set forth in this Section 3 shall apply in place of any similar definition or comparable concept applicable under the Plans (or any similar definition in any successor plan).
(h) Section 409A. It is intended that payments and benefits under this Agreement either be excluded from or comply with the requi rements of Section 409A and the guidance issued thereunder and, accord i ngl y, to the maxi mum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, proced ure or other method promulgated by the Internal Revenue Service now or in the future or otherwi se available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncom pliance. Provided, however, that in no event whatsoever shall the Company be liable for any add i tional tax , interest or penalty imposed upon or other detriment suffered by the Executi ve under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determi ning the time and form of payments due the Executive under this Agreement (incl ud ing any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive's termi nation of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and u nti l the Executi ve shall incur a "separation from service" withi n the meani ng of Section 409A. The parties agree, as permi tted in accordance with the final regulations thereunder , a "separation from service" shall occur when the Executive and the Company reasonably anticipate that the Executive 's level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (40) percent of the average level of bona fide services performed by the Executive for the Company over the immed iately preceding thirty six (36) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1 (h). All reimbursements and in-k ind benefits provided under this Agreement shall be made or provided
i n accordance with the requirements of Section 409A to the extent that such reim bursements or in-kind benefits are subject to Section 409A, includ ing, where applicable, the requi rements that
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termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company.
payments and/or benefits shall occur in the following order: (A) red uction of cash payments ; (B) cancellation of accelerated vesting of equity awards other than stock options; (C) cancellation of
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accelerated vesting of stock options; and (D) reduction of other benefi ts paid to Execu tive. In the event that acceleration of compensation from the Executive's equity awards is to be reduced , such acceleration of vesting shall be canceled in the reverse order of the date of grant.
(d) The independent regi stered pu bl ic accou nting firm or law firm engaged to make the determi nations hereu nder shall provide i ts calculations , together with detai led supporting documentation, to the Company and the Executive within fi fteen ( 15) calendar days after the date on which Executive 's right to a Payment is tri ggered (i f req uested at that t ime by the Company or Execu tive) or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm or law firm made hereu nder shall be final, bi ndi ng and conclusive upon the Company and Executive.
(c) The Company 's obl igation to make the payments provided for i n this Agreement and otherwise to perform i ts obligations hereu nder shall not be affected by any set off, counterclaim, recou pment, defense or other claim, right or action wh ich the Company may have against the Executi ve or others. In no event shall the Execu tive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executi ve obtains other employment.
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and vendors of the Company and its Affil iates; (vii) traini ng programs developed by the Company or its Affil iates; (vii i ) pricing studies, information and analyses; (ix) current and prospective prod ucts and inventories; (x) financial models, busi ness projections and market studies; (xi) the financial resul ts and busi ness cond itions of the Company and i ts Affil iates; (xii) business plans and strategies of the Company and i ts Affil iates; (xiii) special processes, proced ures, and services of suppliers and vendors of the Company and i ts Affiliates ; and
(xiv) computer programs and software developed by the Company or its Affiliates.
(ii) induce or attempt to induce any customer or investor (in each case, whether former, current or prospective), supplier, licensee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such Affil iate, or in any way interfere with the relationshi p between any such customer, investor , suppl ier, licensee or business relation , on the one hand, and the Company or any of its Affil iates, on the other hand.
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threatened breach of Section 6. If a bond is required to be posted in order for the Company to secure an injunction or other equitable remedy, the parties agree that said bond need not be more than a nominal sum.
(t) Employee Proprietary Information and Inventions Assignment. The terms of that certain Employee Proprietary Information , Inventions Assignment and Non Competi tion Agreement between the Executive and the Company are hereby incorporated by reference (the "Invention Assignment Agreement" ). To the extent that there are any conD icts between the terms and conditions of the Invention Assignment Agreement and this Agreement, the terms and conditions of this Agreement shall control. All non-conflicting terms of the Invention Assignment Agreement are hereby expressly preserved.
(g) Severability; Blue Pencil. The Executive acknowledges and agrees that the Executive has had the opportuni ty to seek advice of counsel in connection with this Agreement and the restrictive covenants contained herei n are reasonable i n geographical scope temporal duration and in al l other respects. If it is determ i ned that any provision of th i s Section 6 is invalid or unenforceable, the remainder of the provisions of this Section 6 shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision-maker of competent jurisd iction determines that any of the covenants in this Section 6 is unenforceable because of the duration or geographic scope of such provision , then after such determination becomes final and unappealable, the duration or scope of such provision , as the case may be, shall be reduced so that such provi sion becomes enforceable , and in its reduced form, such provision shal l be enforced.
(c) The Company wil l requi re any successor (whether direct or ind irect , by purchase , merger , consolidation or otherwise) to all or substantially all of the busi ness and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Compan y" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
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proceeding based upon , arising out of or relati ng to this Agreement or the negotiation , execut ion or performance hereof , the parties hereby expressly submit to the jurisd iction of all federal and state courts sitting within the confines of the Federal Eastern District of M ichigan (the "Venue Area" ) and consent that any order, process, notice of motion or other application to or by any such court or a jud ge thereof may be served within or without such court's jurisdiction by registered mail or by personal service i n accordance with Section 8(b). The parties agree that such courts shall have the exclusi ve jurisd iction over any such su it, action or proceed i ng commenced by either or both of said parties. Each party hereby irrevocabl y waives any objection that it may now or hereafter have to the layi ng of venue of any suit, action or proceedi ng based upon , arising out of or rela ting to thi s Agreement or the negotiation , execution or performance hereof, brought in any federal or state court sitting within the confines of the Venue Area and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The captions
. of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or mod ified otherwise than by a written agreement executed by the parties hereto or thei r respecti ve successors and legal representatives.
If to the Executive, to the address maintained in the Company 's records. If to the Company: Conifer Hold ings, Inc.
3001 West Big Beaver Road , Suite 200
Troy, Michigan 48084 Attn: General Counsel
Telephone: (248) 559-0840
or to such other address as either party shall have furnished to the other in writing in accordance herewi th. Notice and commu nications shall be effective when actually received by the addressee.
(d) From and after the Commencement Date, the Company shall cover the Executive under directors' and officers ' liability insurance both during and, while potential liability exists, after the Employment Period in the same amount and to the same extent as the Company covers its other executive officers and directors.
(e) The Company may withhold from any amou nts paya ble under t his Agreement such Federal, state, local or foreign taxes as shall be req uired to be withheld pursua nt to any applicable law or regulation.
(f) The Executive's or the Company 's failure to insist upon strict compliance with any provision of thi s Agreement or the fa i lure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to effect
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a Term ination for Good Reason shall not be deemed to be a wai ver of such provision of right or any other provision or right of this Agreement.
SIGNATURES ON THE FOLLOWING PAGE
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IN WITNESS WHEREOF , the Company and the Executive have executed this Agreement as of the date first above written.
THE EXECUTIVE: THE COM PAN Y :
/s/ Nicholas. J Petcoff
NICHOLAS J. PETCOFF
CONIFER HOLDINGS, INC.
/s/ Brian J. Roney
Name: Brian J. Roney
Title: President
SIGNATURE PAGE TO EMPLOYMENT AGR EEMENT
EXH IBIT A
FORM OF WAIVER AND RELEASE
PLEASE READ THIS WAIVER AND RELEASE (THIS "RELEASE" ) CAREFULLY. IT INCLU DES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS UP TO AND
INCLUDING THE DATE OF EXECUTION OF THIS WAIVER AND RELEASE. ,
1. For and i n consideration of the payments and other benefits due to [I.!::i:sert Na me) (the "Executive") pursuaqt" A/,. t,hat certain Employment Agreement (the "Employment Agreement" ) dated [.6,l'i5 tiffii between CONIFER HOLDI NGS, INC., a Michi gan
corporation (the "Company"), and the Executive, and for other good and valuable consideration , including the mutual promises made herei n, the Executive and the Company irrevocably and unconditionally release and forever discharge each other and each and all of thei r present and former officers, agents, directors, managers , employees , representatives , affiliates, shareholders , members , and each of their successors, hei rs and assigns, and all persons acting by , through , under or in concert with it, and in each case ind ividually and in thei r official capaci ties (collectivel y, the "Released Parties" ) , from any and all charges, complai nts, grievances , claims and liabilities of any kind or nature whatsoever, known or unknown , suspected or unsuspected (hereinafter referred to as "claim" or "claims") which either party at any time heretofore had or claimed to have or which either party may have or claim to have regard ing events that have occurred up to and incl udi ng the date of the execution of this Release, includ ing, without limitation , any and all claims related , i n any manner , to the Executive's employment or the termi nation thereof. In particular , each party understands and agrees that the parties' release includes, without l imitation, all matters arising under any federal, state, or local law, incl ud i ng civil rights laws and regulations prohibiting employment d i scrimination on the basis of race,
color, religion , age, sex, national origin , ancestry , disabil i ty, med ical cond ition, veteran status, mari tal status and sexual orientation, or any other characteristic protected by federal , state or local law including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), the Older Workers Benefit Protection Act of 1990, as amended ("OWBPA"), the Americans with Disabilities Act, the Rehabilitation Act, the Occupational Safety and Health Act, the Fam il y and Med ical Leave Act , the Employee Reti rement Income Security Act of 1974, as amended (except as to vested retirement benefits, if any), the Worker Adjustment and Retrai ning Notification Act , federal and state wage and hour laws, or any common law, pu blic pol icy, contract (whether oral or written, express or impl ied) or tort law, or any other federal , state or local law, regulation , ord inance or rule having any bearing whatsoever.
2. The Execu tive m ust sign and retu rn this Release to th e Com pany on or befo re the 30111 day following the Term ination Date (as defined in the Em ploy m ent Agreemen t). The Execu tive can revoke this Release on or before the seven th d ay following the date of delivery of this Release to the Compa ny, by sending w ritten notifica tion of the Executive's inten t to revoke this Release to the Compa ny. This Release shall not becom e effective or enforcea ble u ntil the seven-da y revoca tion period has expired. All correspondence pu rsuant to this Section 2 must be sent to the attention of the Corpora te Secreta ry at [ , by personal delivery or gua ra n teed overnight delivery.
EX HIBIT A - I
awards or incentives were granted or benefits were made available; (d) the Executive's rights as a shareholder of any of the Affiliated Entities; (e) any obligations of the Affil iated Entities under the Employment Agreement; (f) claims for improper self-dealing; improper d istributions and other limitations imposed by applicable law; (g) any finally and jud icially determined , knowing violation of the law by the Executive that has a material and adverse impact on the Company;
understands all of the provisions of this Release; (e) knowingly and voluntarily agrees to a l l of the terms set forth in this Release; and (f) knowingl y and voluntarily intends to be legal ly bou nd by the same. The Executive also understands that, notwithstand ing anything in this Release to the contrary, nothi ng i n this Release shall be construed to prohi bit the Executi ve from (y) fi l ing a charge or complai nt with the Equal Employment Opport unity Commiss ion or any other federal, state or local administrati ve or regulatory agency, or (z) partici pati ng in any investigation or proceedings conducted by the Equal Employment Opportu nity Commission or any other federal, state or local administrati ve or regulatory agency; however, the Executive expressly wa ives the right to any rel ief of any kind i n the event that the Eq ual Employment Opportunity Commission or any other federal, state or local administrative or regulatory agency pursues any claim on the Executive's behalf; provided, however, that nothi ng i n this Release prohibits Executive from partici pating i n and collecting awards under the Securities and Exchange Commission 's whist leblower program.
6. This Release is final and bind ing and may not be changed or mod ified except i n a writing signed by both parties.
[IN SERT NA M E]
Dated: