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EXHIBIT 10.14
EMPLOYMENT AGREEMENT
This Agreement, entered into as of August 15, 1996, is between
AMERICAN EAGLE GROUP, INC., a Delaware corporation (the "Employer"), and Robert
W. Conrey, (the "Employee").
The Employer desires to employ the Employee and the Employee is
willing to serve the Employer on the terms and conditions provided in this
Agreement. Therefore, the parties hereby agree as follows:
1. EMPLOYMENT. The Employer agrees to employ the Employee as Senior
Vice President or in any other position with substantially similar title,
duties and responsibilities to which Employee may be elected or appointed by
the Board of Directors of the Employer. Employee agrees to serve in any such
capacity and perform the duties prescribed from time to time by the Bylaws, the
Board of Directors of the Employer or the officer to whom Employee reports,
upon the terms and conditions set forth in this Agreement.
2. TERM.
(a) Unless sooner terminated in accordance with the provisions
hereof, the term of employment shall continue for a period of three years from
the date hereof.
(b) On each anniversary of this Agreement, the term of this
Agreement shall be automatically extended for a period of one additional year
unless at least 60 days before any such anniversary either party provides the
other party written notice that the automatic extension shall be terminated.
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3. COMPENSATION.
(a) The Employee shall receive the following compensation for
his services:
(i) Annual cash compensation of not less than
$112,500, with such increases as the Board of
Directors of the Employer, in its sole discretion,
may approve, which will be paid periodically
pursuant to the Employer's normal salary payment
policy;
(ii) Such annual bonuses in amounts up to 50% of the
Employee's annual cash compensation under Section
3(a)(i), as the Board of Directors of the
Employer, in its sole discretion, may approve; and
(iii) Participation in the employee benefit plans
maintained by the Employer for its employees
generally, as such plans are in effect from time
to time in accordance with their terms.
(b) As additional compensation for the Employee's services,
the Employee may be granted additional options, awards, rights or
participations under present or future incentive compensation or other plans,
in each case as and to the extent approved or determined by the Board of
Directors of the Employer or an appropriate committee thereof.
(c) The Employer may offset against any compensation due the
Employee under this Agreement any compensation paid to the Employee by
subsidiaries of the Employer for services rendered by the Employee to the
subsidiary.
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4. REIMBURSEMENT OF BUSINESS EXPENSES. The Employer shall reimburse
the Employee for all reasonable business expenses incurred by the Employee in
accordance with the policies of the Employer in effect from time to time, upon
presentation of proper supporting documentation therefor.
5. EXTENT OF SERVICE. The Employee shall devote substantially all
of his time, attention and energy to the business of the Employer and its
subsidiaries and shall not, during the term of this Agreement, be actively
engaged in any other business activity for gain, profit, or other pecuniary
advantage. This Section shall not prohibit the Employee from making personal
passive investments in other business entities.
6. TERMINATION.
(a) The employment of Employee shall terminate upon the
occurrence of any of the following:
(i) The death of the Employee;
(ii) The delivery by the Employer to the Employee of
written notice of termination of employment due to
the disability of the Employee, where "disability"
shall mean the Employee's inability, because of
injury or illness, whether physical or mental, to
perform the material services to the Employer
contemplated by this Agreement for a continuous
period of 150 days or for 180 days out of a
continuous period of 300 days;
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(iii) The delivery by the Employer to the Employee of
written notice of termination of employment due to
conduct by the Employee constituting (a) an act
that the Board of Directors of the Employer deems
to be materially injurious to the Employer; or (b)
continuing poor performance of the Employee's
duties hereunder after the Company has given the
Employee written notice of his poor performance,
specifying the performance criteria that the
Employee is performing poorly, and has given the
Employee at least three months to improve his
performance to an acceptable level;
(iv) The delivery by the Employer to the Employee of
written notice of termination of employment due to
conduct by the Employee constituting (a) a willful
and knowing violation of any law, rule or
regulation, or causing the Employer to willfully
and knowingly violate any law, rule or regulation,
which in either case is materially and
demonstrably injurious to the Employer; (b) fraud;
(c) misappropriation of the Employer's property;
or (d) an act of moral turpitude;
(v) The willful material breach by the Employee of any
duty or obligation hereunder; or
(vi) The retirement, resignation or other termination
of employment by the Employee for any reason other
than good reason (as defined below).
(b) The Employee may terminate his employment for good reason
following a Change of Control (as defined below). For purposes of this
Agreement, "good reason" means
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that, because of a Change of Control, the Employee is required to relocate
without his consent, or the Employee is required to accept a diminished
position or diminished responsibilities with the Employer. The Employee must
deliver to the Employer written notice of termination for good reason, in which
event his employment will terminate 30 days after the date of the notice.
(c) Upon termination of employment of the Employee for any
reason, the Employer shall pay the Employee or his legal representative the
compensation accrued and unpaid at the date of termination. Except as provided
in Section 6(d) below, the Employer shall have no further obligation to the
Employee or his legal representative.
(d) Upon the termination of employment of the Employee for any
reason other than those set forth in Section 6(a) hereof, or in the event of a
Change of Control (as defined below), upon the subsequent termination of
employment by the Employee for good reason or by the Employer for any reason
other than those set forth in Sections 6(a) (i), (ii), (iv), (v) or (vi)
hereof, the Employer shall have no further obligation to the Employee or his
legal representative except that the Employee or his legal representative shall
be entitled to receive the amounts that would have been paid to the Employee at
his then current rate of compensation pursuant to Section 3(a)(i) hereof for
the term of this Agreement remaining pursuant to Section 2 hereof immediately
prior to the date of termination of employment. Such amounts shall be paid as
and when they would have been paid pursuant to Section 3(a)(i) hereof had the
Employee's employment not been terminated.
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(e) For the purposes of this Agreement, the term "Change of
Control" shall mean:
(i) The acquisition, after the effective date of this
Agreement, by an individual, entity or group
(within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934
(the "Exchange Act")) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either
(a) the shares of the Common Stock of the
Employer, or (b) the combined voting power of the
voting securities of the Employer entitled to vote
generally in the election of directors (the
"Voting Securities"); provided, however, that the
following shall not constitute a Change of
Control: (w) any such acquisition so long as
Mason Best Company, L.P. continues to own more
shares of the Common Stock and Voting Securities
than does the acquiring individual, entity or
group, but such acquisition shall constitute a
Change of Control once Mason Best Company, L.P.
does not own more such shares than the acquiring
individual, entity or group; or (x) any
distribution by Mason Best Company, L.P. to its
partners of shares of Common Stock; or (y) any
acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the
Employer or any subsidiary, or (z) any acquisition
by any corporation if, immediately following such
acquisition, more than 80% of the then outstanding
shares of common stock of such corporation and the
combined voting power of the then outstanding
voting securities of such
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corporation (entitled to vote generally in the
election of directors), is beneficially owned,
directly or indirectly, by all or substantially
all of the individuals and entities who,
immediately prior to such acquisition, were the
beneficial owners of the Common Stock and the
Voting Securities in substantially the same
proportions, respectively, as their ownership,
immediately prior to such acquisition, of the
Common Stock and Voting Securities;
(ii) Individuals who, as of the effective date of this
Agreement, constitute the Board of Directors of
the Employer (the "Incumbent Board") cease for any
reason to constitute at least a majority of the
Board; provided, however, that any individual
becoming a director subsequent to the effective
date of this Agreement whose election, or
nomination for election by the Employer's
shareholders, was approved by a vote of at least a
majority of the directors then serving and
comprising the Incumbent Board shall be considered
as though such individual were a member of the
Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of
office occurs as a result of either an actual or
threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or
threatened solicitation of proxies or consents; or
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(iii) Approval by the shareholders of the Employer of a
reorganization, merger or consolidation, other
than a reorganization, merger or consolidation
with respect to which all or substantially all of
the individuals and entities who were the
beneficial owners, immediately prior to such
reorganization, merger or consolidation, of the
Common Stock and Voting Securities beneficially
own, directly or indirectly, immediately after
such reorganization, merger or consolidation more
than 80% of the then outstanding common stock and
voting securities (entitled to vote generally in
the election of directors) of the corporation
resulting from such reorganization, merger or
consolidation in substantially the same
proportions as their respective ownership,
immediately prior to such reorganization, merger
or consolidation, of the Common Stock and the
Voting Securities; or
(iv) Approval by the shareholders of the Employer of
(a) a complete liquidation or dissolution of the
Employer, or (b) the sale or other disposition of
all or substantially all of the assets of the
Employer, other than to a subsidiary,
wholly-owned, directly or indirectly, by the
Employer. For purposes of this Agreement, and
without limiting the generality of the preceding
sentence, the sale or other disposition by the
Employer of more than 50% of the common stock or
the voting securities (entitled to vote generally
in the election of directors) of
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American Eagle Insurance Company shall be deemed
to constitute a sale or other disposition of
substantially all the assets of the Employer.
7. EMPLOYEE'S COVENANTS.
(a) During his term of employment and for three years
thereafter:
(i) The Employee acknowledges that information about
the Employer and its affiliates and their
businesses, operations and financial condition
that has not been publicly disclosed by the
Employer constitutes valuable, special and unique
property of the Employer and its affiliates. The
Employee agrees not to disclose to any person or
use for any purpose, any such confidential
information of the Employer or its affiliates
except as may be required by law or in the course
and scope of his employment by the Employer.
(ii) The Employee agrees not to directly or indirectly
solicit or induce in any way any officer,
director, employee, agent or broker of, or any
person having a business relationship with, the
Employer or any of its affiliates to terminate
such person's relationship with the Employer or
its affiliates.
(iii) The Employee agrees not to directly or indirectly
solicit from any customer of the Employer or its
affiliates any insurance business of the same
class or type that such customer conducts with the
Employer or any of its affiliates, unless such
solicitation is on behalf of the Employer or its
affiliates.
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(iv) The Employee agrees not at any time to make
negative or disparaging statements directly or
indirectly concerning or relating to the Employer,
its affiliates or their businesses.
(b) The agreements made in this Section shall be in addition
to, and not in limitation or derogation of, any obligations otherwise imposed
by law or by separate agreement upon the Employee in respect of the matters set
forth in this Section.
8. CONFLICTS AND CODE OF ETHICS. On or before the effective date of
this Agreement, the Employee agrees to execute and deliver to the Employer the
Code of Ethics in the form attached hereto as Attachment 1, and to thereafter
abide by the provisions thereof.
9. INDEPENDENT COVENANTS. The provisions in this Agreement are
independent and separate. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the terms hereof:
(a) in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of
this Agreement a provision as similar in economic and
business terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and
unenforceable; and
(b) the legality, validity and unenforceability of the
remaining provisions hereof shall not in any way be
affected or impaired thereby.
10. INJUNCTIVE RELIEF. In the event of a breach or threatened breach
by the Employee of the provisions of this Agreement, the Employer shall be
entitled to an injunction to prevent irreparable injury to the Employer. The
Employer may also pursue any other
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remedies available to the Employer for such breach or threatened breach,
including the recovery of damages from the Employee.
11. INTEGRATION. This Agreement represents the entire agreement
between the parties with respect to the Employee's employment by Employer, and
all prior agreements between the parties relating to that subject matter are
superseded.
12. AMENDMENT; WAIVER. No modification or amendment of this
Agreement shall be valid and binding, unless it is in writing and signed by the
parties. The waiver of any provision hereof shall be effective only if in
writing and signed by the parties, and then only in the specific instance and
for the particular purpose for which it was given. No failure to exercise, and
no delay in exercising, any right or power hereunder shall operate as a waiver
thereof.
13. BENEFIT. This Agreement shall be binding upon the Employee, his
heirs and personal representatives, and the Employer, its successors and
assigns. Neither this Agreement, nor the rights and obligations created under
it, may be assigned by the Employee without the prior consent of the Employer.
14. GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of Texas.
EXECUTED as of the date first written above.
AMERICAN EAGLE GROUP, INC.
By: /s/ M. PHILIP GUTHRIE
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Name: M. Philip Guthrie
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Title: Chairman of the Board
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/s/ ROBERT W. CONREY
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Robert W. Conrey
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