EXHIBIT 10.13
EMPLOYMENT AGREEMENT
AGREEMENT between E. W. Blanch Co. Inc., a Delaware corporation
(hereinafter called the "Company"), and Rodman R. Fox (hereinafter called the
"Employee").
1. EFFECTIVE DATE. The effective date of this Agreement shall be May 6,
1996.
2. EMPLOYMENT. The Company hereby employs the Employee and the Employee
hereby accepts employment upon the terms and conditions hereinafter set forth.
3. TERM. The term of this Agreement shall be from May 6, 1996 to March
31, 1997 and shall automatically renew for annual periods thereafter unless the
Company gives notice of its intention not to renew, not less than 30 days prior
to the end of the current annual period. This Agreement is also subject to early
termination by the Company for "Cause."
For purposes of this Agreement, the Company shall have Cause to
terminate Employee's employment hereunder upon (A) the Employee having been
convicted of any felony under any state or federal law; (B) an act or acts of
personal dishonesty committed by Employee and intended to result in substantial
personal enrichment of Employee at the expense of the Company; (C) the willful
malfeasance or gross negligence by the Employee in the performance of his duties
hereunder; or (D) gross misconduct by the Employee materially injurious to the
Company. In the event that this Agreement shall be terminated for Cause, the
Company shall continue to make payments hereunder for all services rendered by
the Employee up to the date of termination but shall have no further obligations
to make payments after that date.
The Company may terminate the Employee's employment hereunder if (i)
the Employee becomes disabled, as such term is defined in the group disability
insurance policy of Employer or (ii) the Employee dies. In any such case, the
Company shall have no further obligation or liability under this Agreement.
4. COMPENSATION. For all services rendered by the Employee under this
Agreement, the Company shall pay the Employee at a salary rate of not less than
$300,000 per year, payable in accordance with the Company's payroll practice as
from time to time in effect.
Employee shall be entitled to the use of the services of a qualified
tax professional hired or contracted with by the Company. The services will
include periodic and year end projections of Employee's income tax liability,
preparation of Employee's income tax return, including the federal and any
necessary states, preparation of the returns of any dependent minors, and
reasonable consulting regarding Employee's income tax matters that may arise
from time to time. The value of those services for a calendar year will be added
to Employee's W-2 in compliance with IRS regulations. In the event that Employee
chooses to use a tax professional other than the one hired or contracted with by
the Company, Employee shall be entitled to receive reimbursement for the cost of
any of the above referenced services in an amount not to exceed $2,000 during
any calendar year.
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5. DUTIES. The Employee is engaged as an executive of the Company and
hereby promises to perform and discharge faithfully and efficiently the duties
which may be assigned to him from time to time which are appropriate for an
executive in the reinsurance brokerage business.
6. EXTENT OF SERVICES. The Employee shall devote substantially his full
time, attention and energies to the business of the Company and shall not during
the term of this Agreement be engaged in any other substantial business
activity, whether or not such business activity is pursued for gain, profit or
other pecuniary advantage; but this shall not be construed as preventing the
Employee from investing his personal assets in businesses which do not compete
with the Company in such form or manner as will not require any substantial
services on the part of the Employee in the operation of the affairs of the
companies in which such investments are made and in which his participation is
solely that of an investor and except that the Employee may purchase securities
in any corporation whose securities are regularly traded, provided that such
purchases shall not result in him collectively owning beneficially at any time
more than 1% of any class of securities of any corporation engaged in a business
competitive with that of the Company.
7. COVENANTS NOT TO COMPETE OR INTERFERE. For a period of two (2) years
from and after the termination of Employee's employment hereunder for any
reason, Employee will not, directly or indirectly, as a sole proprietor, member
of a partnership, or stockholder, investor, officer or director of a
corporation, or as an employee, agent, associate or consultant of any person,
firm or corporation:
(a) Solicit or accept business (i) from any clients or prospects of the
Company or its affiliates who were solicited or serviced directly by the
Employee or where the Employee supervised, directly or indirectly, in whole or
in part, the solicitation or service activities related to such clients or
prospects or (ii) from any former client of the Company or its affiliates who
was such within two (2) years prior to Employee's date of termination and who
was solicited or serviced directly by the Employee or where the Employee
supervised, directly or indirectly, in whole or in part, the solicitation or
service activities related to such former client; or
(b) Solicit, or assist anyone else in the solicitation of, any of the
Company's employees to terminate their employment with the Company and to become
employed by any business enterprise with which the Employee may then be
associated, affiliated, or connected; or
(c) Engage in the business of the type performed by the Company or its
affiliates in the geographic areas where Employee solicited such business on
behalf of the Company or its affiliates or where Employee supervised the
solicitation of such business on behalf of the Company or its affiliates.
As used in this paragraph 7 and in paragraph 8, "affiliate" shall mean
any person, firm or corporation that, directly or indirectly, controls, is
controlled by, or is under common control with, the Company, whether such
control is through stock ownership, contract or otherwise, and shall expressly
include the Company's predecessor, E. W. Blanch Co. Limited Partnership; and
"prospect" shall mean any person or organization to whom a proposal for services
was rendered by the Company or its affiliates during the 12-month period
immediately preceding the Employee's date of termination.
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It is the desire and intent of the parties that the provisions of this
paragraph 7 shall be enforced to the fullest extent permissible under the laws
and public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular portion of this paragraph 7 shall be adjudicated
to be invalid or unenforceable, this paragraph 7 shall be deemed amended to
delete therefrom the portion thus adjudicated to be invalid or unenforceable,
such deletion to apply only with respect to the operation of this paragraph in
the particular jurisdiction in which such adjudication is made.
8. NONDISCLOSURE OF INFORMATION. Employee recognizes and acknowledges
that the Company's trade secrets and confidential or proprietary information,
including such trade secrets or information as may exist from time to time, and
information as to the identity of clients of the Company, reinsurance contract
data and other similar items, are valuable, special and unique assets of the
Company's business, access to and knowledge of which are essential to the
performance of the duties of Employee hereunder. Employee will not, during or
after the term hereof, in whole or in part, disclose such secrets or
confidential or proprietary information to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever, nor shall
Employee make use of any such property for his own purposes or for the benefits
of any person, firm, corporation or other entity (except the Company) under any
circumstances, during or after the term hereof, provided that after the term
hereof these restrictions shall not apply to such secrets or information which
are then in the public domain (provided that Employee was not responsible,
directly or indirectly, for such secrets or information entering the public
domain without the Company's consent).
9. INJUNCTIVE RELIEF. If there is a breach or threatened breach of the
provisions of paragraphs 7 or 8 of this Agreement, the Company shall be entitled
to an injunction restraining Employee from such breach. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies for such
breach or threatened breach including recovery of any profits made by Employee
as a result thereof as well as the Company's legal fees, which legal fees
Employee agrees to pay in the event he breaches or threatens to breach this
Agreement.
10. EMPLOYEE BENEFITS. During the term of this Agreement, Employee
shall participate in all employee benefit plans of the Company, subject to the
eligibility, enrollment and other requirements of such plans.
11. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given or
delivered if delivered personally or mailed by registered or certified mail,
return receipt requested, with first class postage prepaid, to his residence in
the case of Employee and to its principal office in the case of the Company.
12. BREACH, WAIVER OF BREACH. The waiver by the Company of a breach of
any provision of this Agreement by the Employee shall not operate or be
construed as a waiver of any subsequent breach by the Employee.
13. GOVERNING LAW. The validity, interpretation, construction,
performance, enforcement and remedies of or relating to this Agreement, and the
rights and obligations of the parties hereunder, shall be governed by the
substantive laws of the State of Minnesota (without
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regard to the conflict of laws rules or statutes of any jurisdiction), and any
and every legal proceeding arising out of or in connection with this Agreement
shall be brought in the appropriate courts of the State of Minnesota, each of
the parties hereby consenting to the exclusive jurisdiction of said courts for
this purpose.
14. ASSIGNMENT. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding upon the successors
of the Company and may be assigned, for all or any part of the term hereof, by
the Company to any corporation, (i) which at the time controls the capital stock
of the Company, (ii) which succeeds to substantially all the assets of the
Company or (iii) the controlling capital stock of which is at the time owned by
the Company; provided, however, that in the event of any transaction specified
in (i), (ii) or (iii) above, the Company shall remain liable with respect to the
obligations of the Company under this Agreement. In the event of such
assignment, any and all references to the "Company" in other paragraphs of this
Agreement shall be deemed to mean and include such assignee corporation.
15. ENTIRE AGREEMENT. This instrument contains the entire agreement of
the parties with respect to employment. It may not be changed orally but only by
an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought.
16. SURVIVAL. The parties expressly acknowledge and agree that the
provisions of this Agreement, which by their express or implied terms extend
beyond the termination of Employee's employment hereunder (including, without
limitation, the provisions of paragraphs 7 and 8 relating to noncompetition and
nondisclosure of information), shall continue in full force and effect
notwithstanding Employee's termination of employment hereunder or the
termination of this Agreement, respectively.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the dates below.
COMPANY:
E. W. Blanch Co., Inc.
3500 West 80th Street
Minneapolis, MN 55431
By:
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Its: Date
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Rodman R. Fox Date
429 Sked St.
Pennington, NJ 08534
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