EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated January 1, 1991,
is made between HILB, ROGAL AND HAMILTON COMPANY, a Virginia
corporation ("HRH"), and Dianne F. Fox
("Employee"), a resident of Richmond. Virginia
RECITALS
WHEREAS, HRH desires that Employee be employed for the
period of time and in a capacity with HRH as specified herein;
WHEREAS, Employee desires to accept such employment subject
to the terms and conditions specified herein; and
NOW, THEREFORE, in consideration of the premises stated
above and the sum of $1.00, receipt of which is acknowledged by
Employee, HRH's employment or continued employment of Employee,
and the mutual promises contained in this Agreement, the parties
agree as follows:
1. EMPLOYMENT: TERM RENEWAL, COMPENSATION. HRH agrees to
employ Employee for an initial term of three (3) years (the
"Initial Term"), effective as of January 1, 1991 ("Effective
Date"), and to compensate Employee as described herein.
Upon the expiration of the Initial Term, Employee shall
continue in the employ of HRH, upon the same terms and conditions
as provided herein, until either HRH or Employee gives the other
party ninety (90) days advance written notice of its or his
intention to discontinue such relationship as of a specific
future date.
Employee's principal areas of responsibility shall be those
of Senior Vice President & Corporate Secretary of HRH. HRH agrees
that Employee shall have such executive powers and authority as
may reasonably be required by him in order to discharge his
duties in an efficient and proper manner
Employee's base annual salary at the beginning of the
Initial Term will be $74,000.00 payable semi-monthly, as earned.
Employee's compensation shall be reviewed by HRH not less
frequently than annually during the term of this Agreement and
any extensions or renewals thereof, may be adjusted upward or
downward in HRH's sole discretion and shall be full compensation
for all services performed by Employee under this Agreement,
provided however, notwithstanding anything said to the contrary,
Employee shall not be paid a base salary less than $74,000.00 per
annum during the Initial Term.
2. FULL EFFORTS OF EMPLOYEE. Employee agrees (i) to devote
his full business time and energies to the business and affairs
of HRH, (ii) to use his best efforts, skills and abilities to
promote the interests of HRH and its other subsidiaries and (iii)
to perform faithfully and to the best of his ability all
assignments of work given to him by HRH. During the course of his
employment hereunder, Employee shall not, directly or indirectly,
enter into or engage in any business which competes with the
business of HRH without the written consent of HRH.
3. CONFIDENTIAL INFORMATION. Employee acknowledges that, in
the course of his employment hereunder, he will become acquainted
and entrusted with certain confidential information and trade
secrets of HRH and the HRH Companies (any company directly owned
by or operationally or administratively controlled by HRH, is
herein referred to as the "HRH Companies"), concerning
acquisitions, prospects for acquisitions and customers and
prospects of HRH and the HRH Companies ("HRH Customers"), which
confidential information includes, but is not limited to,
customer lists, financial data and marketing programs of HRH and
the HRH Companies, policy expiration dates, policy terms,
conditions and rates, customers' risk characteristics, and
information concerning the insurance markets for large or unusual
commercial risks (the "Confidential Information"). Employee
agrees that he will safeguard the Confidential Information from
exposure to, or appropriation by, unauthorized persons and that
he will not, without the prior written consent of HRH during the
term of this Agreement or any time thereafter, divulge or make
any use of the Confidential Information except as may be required
in the course of his employment hereunder. Upon termination of
his employment, Employee promises to deliver to HRH all
materials, including personal notes and reproductions, relating
to the Confidential Information, to HRH and the HRH Companies,
and to the HRH Customers, which are in his possession or control.
Employee agrees that compensation and benefits otherwise owing to
him may be withheld for failure to comply with the terms of this
paragraph.
4. EMPLOYEE COVENANTS. Employee agrees that during the
initial term of his employment under this Agreement and during
any extension of such term, and for an additional period of three
years after the first to occur of (i) the expiration of the
initial term of his employment under this Agreement or any
extension of such term, (ii) his voluntary resignation or
departure from the employment of HRH, or (iii) his inability to
perform his duties under this Agreement for reason of mental or
physical disability for a continuous period in excess of 180
days, Employee will not:
(a) Compete, directly or indirectly, with HRH or the HRH
Companies within the City of Richmond, Virginia, and a 100-mile
radius of the City of Richmond, Virginia or within the City or
County in which any HRH Company is located; or
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(b) Disclose to any other person, firm or corporation the
names or addresses of any of the customers of HRH or HRH
Companies, who were customers at any time during the term of this
Agreement or any extension hereof or communicate with or contact
in any manner whatsoever such customers of HRH or HRH Companies,
regardless of location, for the purpose of: (i) inducing such
customers to patronize any business other than that of HRH or HRH
Companies, (ii) canvassing, soliciting or accepting from any such
customers any business relating to the insurance agency business;
(iii) requesting or advising any customers of HRH or HRH
Companies, to withdraw, curtail or cancel such customer's
business with HRH or HRH Companies; nor will he induce or attempt
to induce any employee of HRH or HRH Companies to leave the
employ of his respective employer;
(c)(i) The term "insurance agency business" as used
herein shall be deemed to include, without
limitation, the sale, and servicing of policies of
life, health, group, casualty, or other forms of
insurance.
(ii) The word "compete" as used herein shall be deemed
to include, without limitation; (a) permitting
use of Employee's name in competition with HRH
or HRH Companies; (b) becoming or being an
employee (in any capacity in which he performs
services comparable to any services performed for
HRH hereunder), owner, partner, agent, stockholder
(other than a stockholder in a corporation listed
on a national securities exchange, or a
corporation whose securities are traded in the
over-the-counter market), director or officer of
any person, firm or corporation that engages,
directly or indirectly, in the insurance agency
business, or (c) undertaking to perform services
comparable to any services performed for HRH
pursuant to this Agreement on behalf of any
person, firm or corporation.
5. EMPLOYEE BREACH OF AGREEMENT. If, during the period of
three (3) years following the termination of employment
hereunder, any commission or fee becomes payable to Employee or
to any person, firm, partnership, corporation or other entity by
or with whom Employee is then employed or affiliated, as a result
of a violation by Employee of the provisions of paragraph 3 or 4
of this Agreement, Employee agrees to promptly pay to HRH an
amount equal to 75% of such commission or fee.
3
In addition, the parties agree that, in the event of a
breach by Employee of the terms of paragraph 3 or 4, monetary
damages alone will not be sufficient to protect the interests of
HRH and, as a result, that HRH shall be entitled to injunctive
relief against Employee to prevent the breach of any such
provisions hereunder. It is further agreed that the foregoing
remedies shall be cumulative and not exclusive, and shall be in
addition to any other remedies available to HRH at law or in
equity.
6. STANDARDS OF PERFORMANCE: CAUSE. In addition to the full
efforts required of Employee in paragraph 2 hereof and
notwithstanding anything herein to the contrary, Employee's
employment may be terminated or altered, without notice, in the
discretion of HRH, prior to the expiration (including renewals)
of this Agreement for "Cause." For purposes hereof and without
limitation Cause shall include any dishonest, criminal or immoral
conduct or any act which will have more than a nominal adverse
effect against HRH and shall also include the failure of
Employee, whether through incompetence, inefficiency, negligence,
inability, incapacity or otherwise, to observe or perform any or
his duties or obligations hereunder.
7. TERMINATION UPON OCCURRENCE OF LONG-TERM DISABILITY.
HRH may terminate this Agreement, at its sole option, upon the
occurrence of "Long-Term Disability." "Long-Term Disability"
means a physical or mental incapacity, or any combinations
thereof which has prevented Employee from performing the duties
customarily assigned to him by HRH for one hundred-eighty (180)
days, whether or not consecutive, out of any twelve (12)
consecutive months, and which thereafter can reasonably be
expected by HRH to continue or to recur with similar frequency.
8. ATTORNEYS' FEES. In any dispute over this Agreement or in
pursuit of any remedy permitted under this Agreement, each party
shall bear its own costs and fees, including attorneys' fees,
irrespective of the laws of that jurisdiction concerning such
fees and costs.
9. SEVERABILITY. If any provision of this Agreement or any
part of any provision of this Agreement is determined to be
unenforceable for any reason whatsoever, it shall be severable
from the rest of this Agreement and shall not invalidate or
affect the other portions or parts of the Agreement, which shall
remain in full force and effect and be enforceable according to
their terms.
10. GOVERNING LAW. This Agreement shall be construed under
and governed by the laws of the Commonwealth of Virginia.
11. CASE AND GENDER. Wherever required by the context of
this Agreement, the singular and plural cases and the masculine,
feminine and neuter genders shaft be interchangeable.
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12. NONWAIVER. The waiver by HRH of a breach of any
provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach or as a waiver of any other
provisions of this Agreement.
13. CAPTIONS. The captions provided in this Agreement are
intended for descriptive and reference purposes only and are not
intended to limit the applicability of the terms of any paragraph
to that caption.
14. SUCCESSION. This Agreement shall be binding upon the
parties hereto and is not assignable by Employee. This Agreement
shall inure, however, to the benefit of HRH's respective
successors and assigns, including without limitation, any
successor corporation by way of merger and consolidation or any
entity which purchases substantially all of the assets of HRH.
WITNESS the following signatures.
HRH:
HILB, ROGAL AND HAMILTON COMPANY
By /s/Robert H.Hilb
Its President
EMPLOYEE:
/s/Dianne F. Fox
Dianne F. Fox
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AMENDMENT NUMBER ONE
THIS AMENDMENT NUMBER ONE, dated September 1, 1991, by and
between Hilb, Rogal and Hamilton Company, a Virginia corporation
(hereinafter called "HRH"), and Dianne F. Fox of Richmond,
Virginia (hereinafter called "Employee"):
W I T N E S S E T H:
WHEREAS, HRH and Employee have heretofore entered into a
certain Employment Agreement ("Employment Agreement"; terms
defined therein being used herein as therein defined) dated as of
January 1, 1991; and
WHEREAS, HRH and Employee desire to make amendments to the
Employment Agreement as set forth below;
1. For all purposes therein, Section 1 of the Employment
Agreement is hereby amended by deleting the amount of $74,000 and
substituting in lieu thereof the amount of $80,000.
2. All other provisions or terms of the Employment
Agreement are hereby ratified and confirmed, including, but not
limited to, the provisions and terms of Section 4 thereof.
3. The effective date of this Amendment Number One is
September 1, 1991.
IN WITNESS WHEREOF, HRH has caused this Agreement to be
executed by its officers thereunto duly authorized and Employee
has hereunto set his hand and seal, all as of the day and year
first above written.
HILB,ROGAL AND HAMILTON COMPANY
By: /s/Robert H. Hilb
its President
Attest:
/s/Ann B Davis
/s/ Dianne F. Fox
Dianne F Fox
Witness By:
/s/ Ann B. Davis
AMENDMENT NUMBER TWO
THIS AMENDMENT NUMBER TWO, dated September 1, 1993, by and
between Hilb, Rogal and Hamilton Company, a Virginia corporation
(hereinafter called "HRH"), and Dianne F. Fox of Richmond,
Virginia (hereinafter called "Employee")
W I T N E S S E T H:
WHEREAS, HRH and Employee have heretofore entered into a
certain Employment Agreement ("Employment Agreement"; terms
defined therein being used herein as therein defined) dated as of
January 1, 1991; and
WHEREAS, HRH and Employee desire to make amendments to the
Employment Agreement as set forth below;
1. For all purposes therein, Section 1 of the Employment
Agreement is hereby amended by deleting the amount of $80,000 and
substituting in lieu thereof the amount of $88,000.
2. All other provisions or terms of the Employment
Agreement are hereby ratified and confirmed, including, but not
limited to, the provisions and terms of Section 4 thereof.
3. The effective date of this Amendment Number Two is
September 1, 1993.
IN WITNESS WHEREOF, HRH has caused this Agreement to be
executed by its officers thereunto duly authorized and Employee
has hereunto set his hand and seal, all as of the day and year
first above written.
Hilb, Rogal and Hamilton
Company
By: /s/ Robert H. Hilb
its President
Attest:
/s/Ann B. Davis
/s/Dianne F. Fox (SEAL)
Dianne F. Fox
Witness By:
/s/ Ann B. Davis
AMENDMENT NUMBER THREE
THIS AMENDMENT NUMBER THREE, dated as of December 1, 1997,
by and between Hilb, Rogal and Hamilton Company, a Virginia
corporation, (hereinafter called "HRH") and Dianne F. Fox of
Richmond, Virginia (hereinafter called "Employee"):
W I T N E S S E T H:
WHEREAS, HRH and Employee have heretofore entered into a
certain Employment Agreement dated as of January 1, 1991 and
amended on September 1, 1991 and September 1, 1993 ("Employment
Agreement"; terms defined therein being used herein as therein
defined); and
WHEREAS, HRH and Employee have agreed upon and duly executed
the Severance and Release Agreement relating to the severance of
Employee's employment attached hereto as Exhibit A;
WHEREAS, HRH and Employee wish to make amendments the
Employment Agreement as set forth below;
A. For all purposes therein, Section 1, the first sentence
of Section 2, Section 6 and Section 7 of the Employment Agreement
are hereby deleted and substituted in lieu thereof is the
following:
1. EMPLOYMENT TERM; COMPENSATION. HRH agrees to
employ Employee for a term of thirteen (13) months,
effective as of December 1, 1997 ("Effective Date"),
and to compensate Employee as described herein.
Employee's principal areas of responsibility has
been that of Senior Vice President and Corporate
Secretary of HRH. Employee will begin this term of
employment with substantially the same employment
responsibilities as she has had, however, a transition
of those responsibilities to other personnel will take
place over the course of this term of the Agreement.
HRH agrees that Employee shall have such executive
powers and authority as may reasonably be required by
her in order to discharge her duties in an efficient
and proper manner.
Employee's base annual salary at the beginning of
this term of the Agreement will be $121,200.00, payable
semi-monthly, as earned. Employee shall be entitled to
a bonus for 1997, payable in February, 1998, in the
gross amount of $25,000, or such higher amount as the
Compensation Committee of the Company may award.
Employee shall not be granted any further stock
options. Employee shall continue participation in the
qualified and non-qualified plans of the Company to the
extent that Employee continues to qualify for
participation.
B. All other provisions or terms of the Employment
Agreement are hereby ratified and confirmed, including but not
limited to, the provisions and terms of Section 4 thereof.
IN WITNESS WHEREOF, HRH has caused this Agreement to be
executed by its officers thereunto duly authorized and Employee
has hereunto set her hand and seal, all as of the day and year
first above written.
HILB, ROGAL AND HAMILTON COMPANY
By: /s/ Andrew L. Rogal
Its: President and Chief Executive
Officer
ATTEST:
/s/Dianne F. Fox (SEAL)
Dianne F. Fox
WITNESS:
SEVERANCE AND RELEASE AGREEMENT
This Severance and Release Agreement (the "Agreement"),
dated as of this 1st day of December, 1997, by and between DIANNE
F. FOX ("Employee") and HILB, ROGAL AND HAMILTON COMPANY, a
Virginia corporation (the "Company") provides:
1. Termination of Employment; Severance Benefits.
Employee's employment shall terminate on December 31, 1998.
In consideration of Employee's acceptance of this Agreement, the
Company will pay Employee the following benefits:
The Company agrees to pay Employee a gross sum equivalent to
twelve (12) months' salary continuation at Employee's last
regular rate of pay. This sum shall be paid to Employee in
regular installments on a monthly basis, each coinciding with the
Company's regularly scheduled pay days and commencing with the
first pay day following the Effective Date of this Agreement.
The Company will also reimburse Employee for any group health
insurance premiums paid by Employee pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1986 ("COBRA") for coverage
through the twelve (12) months following the termination of
Employee's employment.
Employee understands that prior to payment of salary
continuation, the Company will deduct from these gross sums all
federal withholding taxes and other payroll deductions the
Company is required by law to make from wage payments to
employees. Employee further understands that these amounts are
all the Employee is entitled to receive from the Company except
for payments for any accrued but unused vacation days and pension
or other retirement benefits, if any, to which Employee may be
entitled under the Company's standard retirement program.
2. No Obligation to Make Payment under Normal Policies.
Employee agrees that this payment is more than the Company
is required to pay under its normal policies and procedures.
3. Complete Release.
Employee agrees to release the Company and any other related
companies, and the employees, officers, agents and directors of
any of them from all claims or demands Employee may have based on
Employee's employment with the Company or the termination of that
employment. This includes but is not limited to a release of any
rights or claims Employee may have under Title VII of the Civil
Rights Act of 1964, which prohibits discrimination in employment
based on race, color, national origin, religion or sex; the Age
Discrimination in Employment Act of 1967, which prohibits
discrimination in employment based on age; the Equal Pay Act,
which prohibits paying men and women unequal pay for equal work;
the Americans with Disabilities Act, which prohibits
discrimination against otherwise qualified disabled individuals,
or any other federal, state or local laws or regulations
prohibiting employment discrimination. This also includes but is
not limited to a release by Employee of any claims for wrongful
discharge or breach of contract. This release covers both claims
that Employee knows about and those the Employee may not know
about.
This release does not include, however, a release of
Employee's right, if any, to payment from ERISA benefits under
the Company's standard retirement program, and the right to
continuation in Company medical plans as provided by COBRA.
4. No Future Lawsuits.
Employee promises never to file a lawsuit asserting any
claims that are released in the Third Paragraph.
5. Disclaimer of Liability.
This Agreement and the payments and performances hereunder
are made solely to assist Employee in making the transition from
employment with the Company, and are not and shall not be
construed to be an admission of liability, an admission of the
truth of any fact, or a declaration against interest on the part
of the Company.
6. Confidential Information.
Employee shall not use or divulge, publish or disclose to
any person or organization, information obtained by Employee
during the course of Employee's employment, which the Company, in
its sole discretion, determines to be of a confidential or
sensitive nature. Such information expressly includes, but is
not limited to, this Agreement itself, information concerning the
Company's formulas, designs, methods of business, trade secrets,
technology, business operations, business records, customer lists
and other customer information. Employee further agrees to
immediately return to the Company all of the Company's property,
including but not limited to all cellular phones, computer
equipment, keys, credit cards, records, files, and other
documentation of whatever nature relating to the Company's
business or to the business of any of the Company's customers.
7. Claim for Reinstatement
Employee agrees to waive and abandon any claim to
reinstatement with the Company.
8. Statements Regarding Company And/Or Employment.
Employee agrees not to make any derogatory statement with
regard to the performance, character, or reputation of the
Company, its personnel and any and all related companies, or
assert that any current or former employee, agent, director or
officer of same has acted improperly or unlawfully with respect
to Employee regarding employment.
9. Period for Review and Consideration of Agreement.
Employee understands that Employee has been given a period
of twenty-one (21) days to review and consider this Agreement
before signing it. Employee further understands that Employee
may use as much of this twenty-one (21) day period as Employee
wishes prior to signing. The twenty-one (21) day period shall
commence upon receipt by Employee of this Agreement.
10. Employee's Right to Revoke Agreement.
Employee may revoke this Agreement within seven (7) days of
Employee's signing it. Revocation can be made by delivering a
written notice of revocation to the Company at 4235 Innslake
Drive, Glen Allen, Virginia 23060-1220; Attn: Andrew L. Rogal.
For this revocation to be effective, written notice must be
received by the Company no later than the close of business on
the seventh day after Employee signs this Agreement. If Employee
revokes this Agreement, it shall not be effective or enforceable
and Employee will not receive the benefits described in Paragraph
1 of the Agreement. In no event shall this Agreement be
effective or enforceable until after the period during which
Employee may revoke it (the "Revocation Period"); therefore, the
eighth day following the date on which Employee signs this
Agreement shall be the "Effective Date" of this Agreement, unless
Employee has revoked the Agreement during the Revocation Period,
in which case it shall not be effective or enforceable.
11. Encouragement to Consult with Attorney.
Employee has been strongly encouraged to consult with an
attorney before signing this Agreement, and understands that
whether or not to do so is Employee's own decision.
12. Acknowledgment.
Employee acknowledges that she has signed this Agreement
freely and voluntarily without duress of any kind.
13. Entire Agreement.
This Agreement, coupled with Amendment Number Three to
Employee's Employment Agreement, constitutes the entire Agreement
between Employee and the Company related to severance of
employment. The Company has made no promises to Employee other
than set forth therein. Notwithstanding the foregoing, all
restrictive covenants binding Employee and contained in the
Employment Agreement between Employee and the Company dated
January 1, 1991, as thereafter amended, shall continue in full
force and effect.
14. Successorship.
It is the intention of the parties that the provisions
hereof be binding upon the parties, their employees, affiliates,
agents, heirs, successors and assigns forever.
15. Governing Law.
This Agreement shall be governed by the laws of the
Commonwealth of Virginia.
EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS READ THIS
AGREEMENT, UNDERSTANDS IT, AND IS VOLUNTARILY ENTERING INTO IT.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS.
11/26/97 /s/ Dianne F. Fox
Date Dianne F. Fox
HILB, ROGAL AND HAMILTON COMPANY
By: /s/ Andrew L. Rogal
Its: President and Chief Executive
11/26/97 Officer
Date