EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made effective the 1st day January,
2003, by and between The Avon-Dixon Agency, LLC (the "Company") and Kevin
LaTulip (the "Employee").
WITNESSETH: That for and in consideration of the sum of One Dollar
($1.00), and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties, it is hereby agreed by
and between the parties as follows:
1. DUTIES. THE COMPANY HEREBY EMPLOYS THE EMPLOYEE AS AN INSURANCE PRODUCER
WITH SUCH DUTIES AS MAY BE ASSIGNED TO THE EMPLOYEE BY THE PRESIDENT OF THE
COMPANY. THE EMPLOYEE SHALL DEVOTE HIS OR HER FULL BUSINESS TIME, ATTENTION AND
ENERGIES TO THE PERFORMANCE OF HIS OR HER DUTIES HEREUNDER, WHICH SHALL INCLUDE
A MINIMUM OF FORTY (40) HOURS PER WEEK. DURING THE TERM OF THIS AGREEMENT, THE
EMPLOYEE SHALL NOT BE ENGAGED IN ANY OTHER ACTIVITY FOR COMPENSATION.
2. COMPENSATION. THE EMPLOYEE SHALL RECEIVE COMPENSATION IN ACCORDANCE WITH
AND AS SET FORTH IN SCHEDULE "A" ATTACHED HERETO.
3. TERM. THE EMPLOYMENT OF THE EMPLOYEE SHALL COMMENCE ON THE DATE OF THIS
AGREEMENT AND SHALL CONTINUE UNTIL OTHERWISE TERMINATED IN ACCORDANCE WITH
SECTION 4 OF THIS AGREEMENT.
4. CONDITIONS OF TERMINATION.
(a) This Agreement may be terminated by either party, without cause, on
thirty (30) days written notice to the other. The Company shall have the option
to pay the Employee thirty (30) days salary in lieu of his working during the
notice period. In any event, Employee shall be entitled to no further
compensation, after the expiration of thirty (30) days from the date of notice
or payment of thirty (30) days' compensation in lieu of such notice.
(b) This Agreement may be terminated by the Company for any of the
following reasons without prior notice and with no right to thirty (30) days'
compensation:
(I) DISHONESTY BY EMPLOYEE;
(II) COMMISSION OF A FELONY BY EMPLOYEE WITH RESPECT TO THE COMPANY'S
PROPERTY OR PERSON;
(III) FRAUD BY EMPLOYEE;
(IV) DEATH OF EMPLOYEE; PROVIDED, HOWEVER, THAT THE PROVISIONS OF THIS
AGREEMENT APPLICABLE TO EMPLOYEE'S DEATH SHALL BE PERFORMED BY THE COMPANY; (V)
VIOLATION BY EMPLOYEE OF ANY OF THE PROVISIONS OF SECTION 9;
(VI) FAILURE BY EMPLOYEE TO FAITHFULLY AND DILIGENTLY PERFORM THE
PROVISIONS OF THIS AGREEMENT OR THE USUAL CUSTOMARY DUTIES OF HIS EMPLOYMENT;
(VII) PERMANENT DISABILITY OF EMPLOYEE. FOR THE PURPOSES HEREOF, "PERMANENT
DISABILITY" SHALL BE: (1) EMPLOYEE'S INABILITY, THROUGH PHYSICAL OR MENTAL
ILLNESS OR OTHER CAUSE, TO PERFORM THE MAJORITY OF HIS REGULAR DUTIES FOR A
PERIOD OF ONE HUNDRED EIGHTY (180) DAYS OR MORE; (2) THE DECLARATION BY EMPLOYEE
THAT HE IS PERMANENTLY DISABLED; (3) A DETERMINATION BY EMPLOYEE'S PERSONAL
PHYSICIAN THAT EMPLOYEE IS PERMANENTLY DISABLED; OR (4) A DETERMINATION BY THE
COMPANY'S PHYSICIAN THAT EMPLOYEE IS PERMANENTLY DISABLED;
(VIII) THE FILING OF A PETITION IN VOLUNTARY OR INVOLUNTARY BANKRUPTCY BY
OR AGAINST THE COMPANY; OR
(IX) A BONA FIDE DETERMINATION BY THE COMPANY TO DISCONTINUE THE BUSINESS.
(c) In the event of termination under (i) through (ix), inclusive, of
subsection (b) hereof, the salary due to Employee to the date of such
termination shall be considered full compensation in payment for all claims
under this Agreement, and Employee shall not be entitled to any other
compensation. Upon termination, the Company shall have the night to deduct from
the amount due Employee, any amounts which the Employee owes the Company.
5. FRINGE BENEFITS. THE COMPANY SHALL PROVIDE THE SAME FRINGE BENEFITS AS
ARE PROVIDED TO OTHER SIMILARLY SITUATED EMPLOYEES OF THE COMPANY'S AFFILIATE
SHORE BANCSHARES, INC.
6. REIMBURSEMENT OF EXPENSES.
(a) The Company recognizes that Employee may incur various expenses, from
time to time, for the Company's benefit and in furtherance of the business. The
Company agrees either to pay directly, advance sums to Employee to be used for
and/or to reimburse Employee for expenses authorized in advance by the Company
so long as the Company is permitted to take the same as income tax deductions.
In no event shall such reimbursable expenses exceed $1,800.00 per calendar year
without the consent of the Company.
(b) Employee agrees to submit to the Company such documentation as may be
necessary to substantiate the deductibility of the foregoing expenses for income
tax purposes.
(c) The Company shall have the right to establish, change and alter
guidelines, from time to time, with respect to the nature and type of expenses
that the Company will pay hereunder and the limits of payment.
7. OTHER COMMISSIONS. THE EMPLOYEE AGREES TO REMIT TO THE COMPANY ANY AND
ALL COMMISSIONS, FEES AND BONUSES WHICH MAY BE MADE PAYABLE TO HIM WHICH HE
RECEIVES AS A RESULT OF HIS REFERRAL OR SALES OF INSURANCE WHILE EMPLOYED BY THE
COMPANY.
8. PROPERTY RIGHTS. THE EMPLOYEE AGREES THAT ANY AND ALL WORK PRODUCTS HE
PRODUCES, INCLUDING BUT NOT LIMITED TO EXPIRATIONS, RENEWALS, EXPIRATIONS LISTS,
MANUALS, INSURANCE DAILIES, CUSTOMER LISTS, COMMISSIONS OR PREMIUMS, LISTS OF
COMMISSIONS ON PREMIUMS, ADVERTISING COPY AND SALESMANSHIP POINTERS SHALL BE
CONSIDERED THE EXCLUSIVE PROPERTY OF THE COMPANY AND SHALL REMAIN SO AFTER
TERMINATION OF THIS AGREEMENT. THE ABOVE ENUMERATIONS ARE INTENDED TO BE
ILLUSTRATIONS ONLY.
9. PROTECTION OF BUSINESS. IN ORDER THAT THE COMPANY SHALL CONTINUE TO
RECEIVE THE BENEFIT OF THE GOODWILL AND RELATIONSHIPS WITH CUSTOMERS WHICH IT
ENJOYS, THE EMPLOYEE AGREES THAT:
(a) For a period of three (3) years after the Employee ceases to be
employed by the Company, the Employee will not directly or indirectly, within
the Delmarva Peninsula or Anne Arundel County, Maryland, whether alone or as an
employee, officer, director, stockholder, member, or partner of any other
entity, or as a trustee, fiduciary, or other representative of any other such
activity, solicit, sell, serve, divert or receive insurance brokerage or
employee benefit business to or from any party which was a customer or an
actively solicited prospective customer of the Company as of the date of
termination or during the period of eighteen (18) months prior to said
termination date.
(b) For a period of three (3) years after the Employee ceases to be employed by
the Company, the Employee will not, directly or indirectly, engage in the
insurance agency, insurance brokerage or employee-benefit business in the
Delmarva Peninsula or Anne Arundel County, Maryland.
(c) During and after the Employee's employment with the Company, the
Employee shall not disclose or divulge to third parties, any confidential
information concerning the Company, its business, or its customers. All
information regarding the Company, and its business, including but not limited
to information regarding the Company's former, current or prospective customers,
employees and markets, methods of doing business, systems, procedures and
financial performance and condition shall be presumed to be confidential
information of the company for purposes of this Agreement except to the extent
that any such information is otherwise in the public domain and became part of
the public domain other than by means of a breach of a confidentiality
obligation. All tangible embodiments of confidential information, whether typed,
written, stored electronically or otherwise, shall at all times remain the
property of the Company. Upon the cessation of employment with the Company, the
Employee shall promptly return to the Company all copies of such tangible
embodiments of confidential information.
(d) It is recognized that damages in the event of a breach of this Section
9 by the Employee would be difficult, if not impossible, to ascertain, and it is
therefore agreed that the Company, in addition to and without limiting any other
remedy or right it may have, shall have the right to an injunction or other
equitable relief in any court in the State of Maryland of competent
jurisdiction, enjoining any such breach, and the Employee hereby waives any and
all defenses he may have on the ground of lack of jurisdiction or competence of
a court in the State of Maryland to grant such an injunction or other equitable
relief. The existence of this right shall not preclude any other rights and
remedies at law or in equity which the Company may have.
(e) The covenants contained in each of the above subsections of this
Section 9 and within the subsections themselves are intended to be separate and
divisible covenants and if, for any reason, any one or more thereof shall be
held to be invalid or unenforceable, in whole or in part, it is agreed that the
same shall not be held to affect the validity of any other such covenant
contained in this Agreement. The benefits of this Section 9 shall inure to the
benefit of, and each reference to Company shall be deemed to include any
affiliate, subsidiary or parent of the Company.
10. SET OFF. THE COMPANY MAY SET OFF AGAINST ANY OF THE AMOUNTS DUE THE
EMPLOYEE BY THE COMPANY HEREUNDER, ANY AMOUNTS WHICH ARE DUE FROM THE EMPLOYEE
TO THE COMPANY AND FOR BAD DEBTS OF CUSTOMERS FOR WHICH THE EMPLOYEE IS
RESPONSIBLE (AS EVIDENCED BY THE CODING OF SUCH CUSTOMERS OR OTHERWISE ASSIGNED
TO THE EMPLOYEE) IN EXCESS OF $3,500.00 IN ANY CALENDAR YEAR (EXCLUSIVE OF ANY
LATE CHARGES OR COMMISSION DUE TO THE COMPANY OR THE EMPLOYEE). THE COMPANY
SHALL PROVIDE THE EMPLOYEE WITH A PERIOD OF ONE (1) YEAR FOLLOWING THE YEAR THAT
THE BAD DEBT IS WRITTEN OFF BY THE COMPANY TO COLLECT THE BAD DEBT PRIOR TO
EXERCISING ITS NIGHT OF SETOFF RELATING TO SUCH BAD DEBT UNDER THIS SECTION.
11. MISCELLANEOUS PROVISIONS:
(a) APPLICABLE LAW. It is the intention of the parties hereto that all
questions with respect to the construction of this Agreement and rights and
liabilities of the parties hereunder shall be determined in accordance with the
laws of the State of Maryland.
(b) ENTIRE AGREEMENT. This Agreement embodies and constitutes the entire
understanding among the parties with respect to the transactions contemplated
herein, and all prior or contemporaneous agreements, understanding,
representations and statements, oral or written, are merged into this Agreement.
(c) MODIFICATION. Neither this Agreement nor any provision hereof may be
waived, modified, amended, discharged, or terminated except by an instrument in
writing signed by the party against which the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only to
the extent set forth in such instrument.
(d) HEADINGS. Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provision of this
Agreement.
(e) BINDING EFFECT. The Agreement shall be binding upon and shall insure to
the benefit of the parties hereto and their successors and assigns. This
Agreement may be assigned by the Company to an affiliate of the Company, or to
any third party in connection with any sale of the Company's business or other
extraordinary transaction. This Agreement may not be assigned by the Employee.
(f) SEVERABILITY. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
(g) GENDER. Whenever herein the singular number is used, the same shall
include the plural and the masculine gender shall include the feminine and
neuter genders.
(h) NOTICES. All notices and communications hereunder shall be in writing
and shall be deemed given when sent postage prepaid by registered or certified
mail, return receipt requested, and, if intended for the Company, shall be
addressed to it, to the attention of its President, at the principal office of
the Company, and if intended for Employee, shall be addressed to the Employee at
the Employee's address as shown in the Company's records.
(i) COUNTERPARTS. This Agreement may be executed simultaneously in one or
more counterparts, each one of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(j) WAIVER. Failure to insist upon strict compliance with any of terms,
covenants or conditions hereof shall not be deemed a waiver of such terms,
covenants or conditions, nor shall any waiver or relinquishment or any night or
power hereunder at any one instance or instances be deemed a waiver or
relinquishment of such right or power at any other time or times.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ATTEST: THE AVON-DIXON AGENCY, LLC
By: Shore Bancshares, Inc.
By:
- ----------------------------- ------------------------------------
Terry Mead, Secretary W. Moorhead Vermilye, President/CEO
----------------------------------------
Employee's Signature
Printed Name of Employee: Kevin LaTulip