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EXHIBIT 10(2)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT entered into as of the 30th day of September, 1995,
by and between CAPSURE HOLDINGS CORP. ("Capsure"), a Delaware corporation, and
MARY JANE ROBERTSON (the "Employee"), an individual.
W I T N E S S E T H:
WHEREAS, Capsure or various of its current subsidiaries have employed the
Employee since July 14, 1986, and since February 20, 1990 pursuant to
Employment Agreements dated February 20, 1990, and February 20, 1995 (the
"Prior Agreements"); and
WHEREAS, Capsure wishes to continue to employ the Employee for the period
provided in this Employment Agreement (the "New Agreement") and the Employee is
willing to continue to serve in the employ of Capsure and of any direct or
indirect subsidiary of it (collectively the "Companies");
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties agree as follows:
Article One: Prior Agreements
Capsure and the Employee mutually agree to terminate, to the extent not
previously terminated, the Prior Agreements effective September 30, 1995.
Article Two: Term and Employment
A. (i) Capsure will now continue to employ the Employee on a rolling,
two-year basis, with the period of the Employee's employment under this New
Agreement commencing on September 30, 1995, and continuing for a minimum period
of two years thereafter, with a provisional ending date of September 29, 1997
("the Provisional Term"), such ending date subject to automatic extension as
provided below. The period of the Employee's employment hereunder within the
Provisional Term and any automatically extended terms is herein referred to as
the "Employment Period".
(ii) On October 1, 1995, and on each day thereafter, the Employment
Period shall be extended automatically by one day unless at any time after
October 1, 1995, Capsure delivers to the Employee, or the Employee delivers to
Capsure, written notice that the Employment Period will not thereafter be
further extended and will therefore end at the expiration of the then
existing Employment Period, including any previous extensions. Following
such notice, the Employment Period will not be further extended except by
mutual agreement of Capsure and the Employee. Thus, after October 1, 1995,
until written notice is received by either party, the Employment Period at any
point in time shall be two years. The Employment Period shall continue until
the expiration of all automatic extensions effected as described above, unless
and until it ceases or is terminated sooner as provided for in Article Five.
B. During the Employment Period, the Employee shall serve as Senior Vice
President and Chief Financial Officer of Capsure, and, unless and until Capsure
shall sell, assign or transfer its ownership interest therein, Executive Vice
President and Chief Financial Officer of United Capitol Holding Company
("UCHC") and United Capitol Insurance Company ("UCIC"). In that capacity, the
Employee shall perform such duties as are commensurate with such
office
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and as are consistent with past practice. In the event that Capsure shall
sell, assign, or transfer its ownership interest in UCHC or UCIC, then upon the
closing of any such sale, assignment or transfer, the Employee shall resign as
Executive Vice President of UCHC and/or UCIC, however, the Employee shall
continue as the Senior Vice President and Chief Financial Officer of Capsure
subject to and in accordance with the terms and conditions of this Agreement.
C. The Employee accepts such employment and agrees to serve in the
capacities set forth in this New Agreement and to perform such services
commensurate with her position and offices and agrees diligently and
competently to devote her entire business time and attention to such services,
excepting disabilities, illness, vacation, paid holidays given by the
Companies, and reasonable activities having a charitable, educational or other
public interest purpose.
D. During the Employment Period the Employee's office shall be customary
to her position and shall be located in Atlanta, Georgia, and the Employee
shall not be obligated to maintain her office in any other place and shall not
be required or obligated to relocate or transfer away from Atlanta, Georgia.
The Employee shall not be required to perform services which would make the
continuance of either her normal homelife or her principal residence in its
existing location unreasonably difficult or unreasonably inconvenient for her.
Article Three: Compensation During the Employment Period
A. Capsure will make available to the Employee, to the extent she
satisfies the eligibility requirements thereof and to the extent permitted by
law, any fringe or employee benefit program introduced generally to senior
corporate officers. These benefits include, but are not limited to, pension,
profit sharing, stock purchase, stock option, stock appreciation, savings,
deferred compensation, bonus, life insurance, disability insurance, health
insurance, major medical and hospitalization insurance, and other plans and
policies authorized now or in the future which in any event shall provide
benefits to the Employee at a level that, in the aggregate, are not
significantly less than those currently in effect with respect to the Employee.
B. During the Employment Period, Capsure shall pay to the Employee and the
Employee shall accept for her services a minimum annual salary of $225,000.00,
payable in accordance with the Capsure's customary payroll policy as in
effect from time to time. At Capsure's option, the salary described
herein may be paid through one of the Companies. Capsure reserves the
right at any time and from time to time to increase the minimum annual salary
of the Employee and shall review at least each year such minimum annual salary
in relationship to the goals and performance of Capsure and the Companies and
prevailing competitive conditions. To the extent that the Employee's minimum
annual salary is increased, the new amount will become known as her new minimum
annual salary and such new minimum annual salary shall not thereafter be
reduced.
The minimum or new minimum annual salary due the Employee excludes any
bonus or any other employee benefit or perquisite to which the Employee is
entitled and, when adjusting the Employee's salary, the Board of Directors of
Capsure (or the Compensation Committee of Capsure or any other body or group of
persons responsible for setting the Employee's salary) shall not take into
consideration any bonuses, employee benefits or perquisites due the Employee.
C. The Employee shall be entitled to, but not obligated to take, the
number of paid vacation days in each calendar year determined by the Companies
from time to time for its senior executive officers, but not less than four
weeks in any calendar year. The Employee shall also be entitled to all paid
holidays given by the Companies to its senior executive officers.
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D. Capsure's obligation to pay the Employee the minimum annual salary
during the Employment Period may be extinguished only upon a termination of the
Employee's employment pursuant to the provisions of Article Five.
E. The Employee shall be entitled to an annual bonus and the amount of
such bonus shall be determined and paid in December of each year, unless sooner
agreed upon by both Capsure and the Employee, and the amount of such bonus
shall be mutually agreed upon between the Employee and the Compensation
Committee of Capsure (or any other body or group of persons responsible for
setting the Employee's bonus).
F. Capsure or the Companies shall reimburse the Employee for all
out-of-pocket expenses incurred by her in connection with the performance of
her duties hereunder, including professional activities, upon the presentation
of appropriate documentation therefore in accordance with the then customary
procedures of Capsure or the Companies.
Article Four: Notice of Breach
Capsure and the Employee agree that, prior to the termination of the
Employment Period by reason of any breach of any provisions of this New
Agreement, the injured party will give the party or parties in breach written
notice specifying such breach and permitting the party in breach to cure such
breach within the period of thirty (30) days after receipt of such notice.
Article Five: Termination by Mutual Agreement, Death, Disability or For
Cause
This New Agreement and the Employment Period:
A. May be terminated at any time by mutual agreement between the Employee
and Capsure;
B. Shall terminate immediately upon the death of the Employee, but the
Employee's estate shall be entitled to receive the salary due the Employee for
a period of three (3) months following the day the death of the Employee
occurred. As a condition for the aforesaid payments, Capsure shall have the
right to require submission of proof of the Employee's death;
C. May be terminated by Capsure if, during the Employment Period, the
Employee shall be unable to substantially perform the duties required of her
pursuant to her employment due to any disability preventing her from performing
such services for a period of six (6) cumulative months in a twelve consecutive
month period. Capsure shall have the right to terminate the Employee's
employment pursuant to this New Agreement on thirty (30) day's written notice,
at the end of which time the Employee's employment and the Employment Period
shall be terminated. As used in this New Agreement, the term "disability"
shall mean the substantial inability of the Employee to perform her essential
duties under this New Agreement as determined by an independent physician
selected by Capsure with the approval of the Employee. Any disability of less
than six cumulative months duration in a twelve consecutive month period shall
not be cause for interruption, suspension or withholding of the salary due the
Employee by Capsure;
D. May be terminated by Capsure at any time "for cause" upon the giving of
thirty (30) days prior written notice to the Employee, setting forth the basis
of such termination. For the purpose of this New Agreement, the term "for
cause" shall be limited to:
(i) the willful engaging of the Employee in conduct materially
injurious to Capsure or the Companies;
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(ii) continued and willful inattention and neglect by the Employee
of the material duties to be performed by her, which inattention and
neglect is not the result of illness or disability by the Employee and
which inattention and neglect, after compliance with the provisions of
Article Four hereof, does not cease within thirty (30) days after written
notice thereof specifying the details of such conduct is given to the
Employee;
(iii) the conviction of the Employee of a felony under state or
federal law, unless in any such case the Employee performed such act in
good faith and in a manner Capsure reasonably believed to be in or not
opposed to the best interests of Capsure or the Companies; and
(iv) may be terminated upon a good faith determination by a majority
vote of the Board members of Capsure that the termination of this New
Agreement is necessary by reason of a determination by the insurance
department of any state having jurisdiction over Capsure or any
subsidiary or affiliate, that the Employee must be removed or
disqualified from acting as an officer of Capsure or any of its company
subsidiaries.
If Capsure terminates this New Agreement for cause, all of the Employee's
rights to receive salary and related benefits hereunder shall forthwith cease.
Article Six: Termination for Good Reason
This New Agreement may be terminated by the Employee for a "good reason"
(as hereinafter defined) without any reduction in benefits or of the amounts
payable to her hereunder. The term "good reason" shall mean and include one or
more of the following:
A. A material change in the Employee's status or position(s) with Capsure
or the Companies that represents a demotion from the Employee's status or
position(s) in effect immediately before the effective date of this New
Agreement; provided, however, that the change in position arising from a sale
by Capsure of certain of its subsidiaries shall not constitute "good reason"
pursuant to this Article Six;
B. The assignment to the Employee of any significant and material duties
or responsibilities that are materially inconsistent with the Employee's status
or position(s) in effect immediately before the effective date of this New
Agreement;
C. Notice by Capsure to the Employee of termination of her employment,
this New Agreement or the Employment Period for any reason whatsoever, except
in connection with (i) a notice that this Agreement shall terminate at the
expiration of the then existing Employment Period pursuant to Section 2(A)
hereof, or (ii) the termination of the Employee's employment for cause or as a
result of the Employee's disability or death;
D. A reduction in the minimum annual salary then being paid to the
Employee by Capsure, or a reduction in her minimum or new minimum annual
salary, or withdrawal from her of substantial fringe benefits (including
participation in current or future stock option or stock appreciation plans)
available to other senior corporate officers of Capsure or the Companies;
E. A material increase in the Employee's responsibilities or duties
without a commensurate increase in total compensation;
F. A change in the Employee's place of employment without her
written consent or the imposition of a requirement by Capsure or the
Companies that the Employee be based
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anywhere other than Atlanta, Georgia, or requirements or demands of the
Employee to perform services which would make the continuance of her principal
residence and home life in Atlanta, Georgia unreasonably difficult or
unreasonably inconvenient for her;
G. A material increase in the frequency or duration of the Employee's
business travel; and
H. Other substantial, material and adverse changes in the Employee's
conditions of employment imposed on her by Capsure or the Companies or any
material breach by Capsure of the provisions of this New Agreement, after
compliance with the provisions of Article Four hereof.
Article Seven: Termination Benefits
If this New Agreement, the Employee's employment or the Employment Period
is terminated by Capsure for any reason other than as provided in Section 2(A)
or Article Five, or if this New Agreement is terminated by the Employee for
good reason as provided in Article Six, the following benefits shall be paid or
provided to the Employee:
A. Compensation: A payment, payable in cash or by bank check or by wire
transfer to the Employee's bank account, within 30 days after the effective
date of such termination, equal to two times the Employee's "Annual Cash
Compensation". "Annual Cash Compensation" as used herein shall mean the total
cash compensation paid to the Employee during the last full calendar year, as
would be required to be disclosed in Item 11 of Capsure's Annual Report on Form
10-K pursuant to the Securities Exchange Act of 1934 and the rules and
regulations thereunder, as in effect on the date hereof, whether or not Capsure
is then subject to such reporting requirements (including amounts not required
to be disclosed on the basis of immateriality, but excluding amounts payable
pursuant to pension, retirement or stock option or stock incentive plans).
Notwithstanding the foregoing, Capsure and the Employee agree that this lump
sum payment, payable after termination of the Employee by Capsure as described
above, or payable in the event of termination by the Employee for good reason
(as hereinbefore defined), shall be paid to the Employee as liquidated damages
in lieu of all obligations of Capsure to the Employee hereunder (other than the
other obligations of Capsure to the Employee specifically set forth in Article
Seven) and any other liability of Capsure to the Employee, including damage to
her reputation, and that such an amount constitutes a realistic and reasonable
valuation of the damages.
B. Insurance Benefits: For a period not to exceed a maximum of 24 months
after the termination date, the Employee is entitled to participate in all life
insurance, medical, dental, health, and disability plans, programs or
arrangements to the same degree as if she had remained in the employment of
Capsure, to the extent such plans, programs, or arrangements are offered by
Capsure during such 24-month period. In the event that the Employee's
participation in any such continuing plan, program or arrangement is not
directly permitted by the provisions of these plans, programs or arrangements,
Capsure shall arrange, at its expense, to provide the Employee with
substantially similar benefits.
C. All unexercised options granted to the Employee shall fully vest
immediately upon a termination by Capsure of the Employee's employment as
described above, or a termination by the Employee for a good reason.
In addition, Capsure will, at the election of the Employee by notice (the
"Election") given to Capsure within eighty-five (85) days following the
termination of the Employee's employment as described above, or a termination
by the Employee for a good reason, pay to the Employee
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in cash equivalents an amount (an "option payment") equal to the excess, if
any, of the fair market value for each share of Capsure's common stock subject
to an unexercised option held by the Employee over the exercise price per share
of such option(s). For purposes of determining the amount of the option
payment, the fair market value for each share of Capsure's stock subject to an
unexercised option held by the Employee shall be determined by calculating the
average last trade price for Capsure's common stock traded on the New York
Stock Exchange on each of the ten (10) business days prior to the delivery to
Capsure of the Election by the Employee. Capsure shall pay the option payment
to the Employee within five (5) business days following the receipt of the
Election.
D. Retirement Benefits: If such a termination occurs at any time within
two years following a Change in Control, the Employee shall be deemed to be
completely vested under all pension plans and all supplemental non-qualified
plans, or any successor plan, (collectively, the "Retirement Plans") in effect
immediately prior to the date the Change in Control occurs regardless of the
Employee's actual vesting service credit thereunder. Any part of the foregoing
retirement benefits which are not paid through the Retirement Plans shall be
paid by Capsure. With the consent of the Employee, Capsure's obligation under
this Section 7(D) may be satisfied by the purchase of an individual retirement
annuity providing the foregoing retirement benefits are calculated in
accordance with the provisions of the Retirement Plans in effect immediately
prior to the date a Change in Control occurs.
E. Executive Outplacement Counseling: If such a termination occurs at any
time within two years following a Change in Control, upon written request of
the Employee within two years from such termination date, Capsure shall engage
an outplacement counseling service of national reputation to assist the
Employee in obtaining employment. Employee shall be entitled to only one such
engagement of an outplacement counseling service, and Capsure shall reimburse
the Employee for all reasonable travel and other costs associated with such an
engagement.
F. Make-Whole Payments:
(i) Notwithstanding any provisions to the contrary in this
Agreement, if any payment made pursuant to this Article Seven which
is in the nature of compensation payable to the Employee by Capsure
(or any subsidiary thereof) under this Agreement or otherwise (a
"Payment") would, if paid, constitute a "parachute payment" under
Section 280G of the Internal Revenue Code of 1986, as amended ("the
Code") or is subject to any tax under Section 4999 of the Code, or
any similar federal, state, local, or other law, (an "Excise Tax"),
then the Company shall pay to the Employee an additional amount (the
"Make-Whole Amount") which, after payment of all income, payroll,
and excise taxes thereon is equal to the Excise Tax. For purposes
of determining the Make-Whole Amount, the Employee shall be deemed
to be taxed at the highest marginal rate under all applicable local,
state, and federal income tax laws for the year in which the
Make-Whole Amount is paid. The Make-Whole Amount payable with
respect to an Excise Tax shall be paid by the Company coincident
with the receipt by the Employee of the Payment with respect to
which such Excise Tax relates.
(ii) All calculations under Section 7(F)(i) shall be made
initially by Capsure and Capsure shall provide prompt written
notice thereof to the Employee to enable the Employee to
timely file all applicable tax returns. Upon request of
the Employee, Capsure shall provide the Employee with
sufficient tax and compensation data to enable the Employee or
her tax advisor to independently make the calculations
described in Section 7(F)(i) and Capsure shall reimburse
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the Employee for reasonable fees and expenses incurred for any such
verification. If the Employee gives written notice to Capsure of
any objection to the results of Capsure's calculations within 60
days of the Employee's receipt of written notice thereof, the
dispute shall be referred for determination to tax counsel selected
by the independent auditors of Capsure ("Tax Counsel"). Capsure
shall pay all fees and expenses of such Tax Counsel. Pending such
determination by Tax Counsel, Capsure shall pay the Employee the
Make-Whole Amount as determined by it in good faith. The
determination by Tax Counsel shall be conclusive and binding upon
all parties unless the Internal Revenue Service, a court of
competent jurisdiction, or such other duly empowered governmental
body or agency (a "Tax Authority") determines that the Employee
owes a greater or lesser amount of Excise Tax with respect to any
Payment than the amount determined by Tax Counsel. At the request
of Capsure, the Employee shall take all reasonable steps to appeal
any adverse determination by a Tax Authority with respect to any
Excise Tax; provided that Capsure advances to the Employee all
reasonable legal fees, costs, and other expenses incurred in such
appeal. Should a Tax Authority finally determine that an
additional Excise Tax is owed, then Capsure shall pay an additional
Make-Whole Amount to the Employee in a manner consistent with this
Section 7(F) with respect to any additional Excise Tax and any
assessed interest, fines, or penalties. If any Excise Tax as
calculated by Capsure or Tax Counsel, as the case may be, is
finally determined by a Tax Authority to exceed the amount required
to be paid under applicable law, then the Employee shall repay such
excess to Capsure within 30 days of such determination; provided
that such repayment shall be reduced by the amount of any taxes
paid by the Employee on such excess which is not offset by the tax
benefit resulting from the reduced Excess Tax.
G. "Change in Control": For purposes of this Article Seven, a "Change in
Control" of Capsure shall be deemed to have occurred if:
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 [the "Exchange Act"],
as in effect on the date hereof), becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act, as in effect on the
date hereof), directly or indirectly, of securities of Capsure
representing 51% or more of the combined voting power of Capsure's
then outstanding voting securities; or
(ii) at any time less than a majority of the members of the Board
shall be persons who were either nominated for election by the Board
or were elected by the Board; or
(iii) the closing of a merger or consolidation of Capsure with any
other corporation, other than a merger or consolidation which would
result in the voting securities of Capsure outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) at least 51% of the combined voting power of the
voting securities of Capsure or such surviving entity outstanding
immediately after such merger or consolidation; or
(iv) the stockholders Capsure approve a plan of complete
liquidation of Capsure; or
(v) the closing of a sale or disposition by Capsure of all or
substantially all its assets.
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Article Eight: Indemnification
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Capsure and the Companies will indemnify the Employee (and her legal
representatives or other successors) to the fullest extent permitted by the
laws of their respective states of their existing certificates of incorporation
and by-laws, and the Employee shall be entitled to the protection of any
insurance policies Capsure or the Companies may elect to maintain generally for
the benefit of their directors and officers, against all costs, charges and
expenses whatsoever incurred or sustained by the Employee or her legal
representatives in connection with any action, suit or proceeding to which she
(or her legal representatives or other successors) may be made a party by
reason of her being or having been a director or officer of Capsure or any of
the Companies. If the existing certificates of incorporation and by-laws of
Capsure or the Companies do not provide for indemnity of the Employee to the
fullest extent permitted by the laws of their respective states of domicile,
Capsure will use its diligent best efforts to cause the amendment of such
certificates of incorporation and/or by-laws so as to provide maximum
indemnification.
Article Nine: Certain Additional Payments: No Duty to Mitigate
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The parties agree that the Employee shall not be under any duty to
mitigate damages under this New Agreement. In furtherance thereof, it is
expressly agreed that if the Employee's employment is terminated pursuant to
this New Agreement in a manner which results in the Employee being entitled to
additional payments or benefits hereunder, such additional payments or benefits
shall not be reduced by all or any portion of any payments or benefits received
from parties other than Capsure or the Companies.
Article Ten: Non-Solicitation
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A. The Employee shall not at any time during the period of her employment
by Capsure or the Companies or within five years after termination of her
employment by Capsure or the Companies (regardless of the reason for
termination), directly or indirectly, solicit any employee of Capsure or the
Companies to leave its employ or join the employ of another, then or at a later
time, or solicit the employment of, or permit any business of which she is an
owner, partner, substantial shareholder or principal executive to solicit the
employment of, any person who was employed by Capsure or the Companies, within
one year prior to the time of such solicitation.
B. The Employee acknowledges that the provisions of this Article are
reasonable and necessary for the protection of Capsure and the Companies, and
Capsure and the Companies will be materially damaged if such covenants are not
specifically enforced. Accordingly, the Employee agrees that Capsure and the
Companies will be entitled to injunctive relief for the purpose of restraining
the Employee from violating such covenants in addition to any other relief to
which Capsure and the Companies may be entitled to under this New Agreement.
Article Eleven: Jurisdiction and Venue
--------------------------------------
The parties hereby irrevocably consent to the personal jurisdiction of and
the propriety of venue in the courts of the State of Georgia and of any federal
court located in such state in connection with any action or proceeding arising
out of or relating to this New Agreement, any document or instrument delivered
pursuant to, in connection with, or simultaneously with this New Agreement, or
a breach of this New Agreement or any such document or instrument.
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Article Twelve: Law
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This New Agreement shall be governed by and construed in accordance with
the laws of the State of Georgia.
Article Thirteen: Notices
-------------------------
All notices hereunder shall be in writing and shall be, (1) sent by
registered or certified mail, return receipt requested, or (2) served by
personal service. If intended for Capsure, such notice shall be addressed to
it, attention of its Chairman of the Board at Capsure's most current address
for its executive offices, or at such other address of which Capsure shall have
given notice to the Employee in the manner herein provided; and if intended for
the Employee, shall be addressed to her at , or at such other address
of which the Employee shall have given notice to Capsure in the manner herein
provided. Personal service of notices may be substituted for mailing provided
a written receipt of such service is provided by the recipient party. For
purposes of this section, notice shall be deemed received upon actual receipt.
Article Fourteen: Entire Agreement
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This New Agreement constitutes the entire understanding among the parties
with respect to the matters referred to herein and no waiver or modification to
the terms hereof shall be valid unless in writing signed by the party to be
charged and only to the extent therein set forth. All prior and
contemporaneous agreements and understandings between the parties with respect
to the subject matter of this New Agreement are superseded by this New
Agreement.
Article Fifteen: Counterparts
-----------------------------
This New Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and each of which shall be
deemed an original.
Article Sixteen: Severability
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If any provision in this New Agreement is invalid, illegal or
unenforceable, the balance of this New Agreement shall remain in effect, and if
any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
Article Seventeen: Binding Effect
---------------------------------
This New Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and any successor of Capsure whether by merger, liquidation,
sale of assets, reorganization or otherwise and to the heirs, administrators
and personal representative of the Employee, excepting, however, the elective
rights of the Employee pursuant to Article Six.
Article Eighteen: Withholding
-----------------------------
Capsure shall be entitled to withhold from amounts payable to the Employee
hereunder such amounts as may be required by applicable law.
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Article Nineteen: Assignment
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Neither this New Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by either of the parties hereto, other than in
accordance with the provisions hereof, without the prior written consent of the
other party.
Article Twenty: Effect of Waiver
--------------------------------
The waiver by either party of a breach of any provisions of this New
Agreement shall not operate as or be construed as a waiver of any subsequent
breach thereof.
Article Twenty-One: Headings
----------------------------
The headings contained in this New Agreement are inserted for convenience
only and do not constitute a part of this New Agreement.
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IN WITNESS WHEREOF, the parties have executed this New Agreement effective
September 30, 1995.
"Capsure" "The Employee"
Capsure Holdings Corp. Mary Jane Robertson
By: /s/ Sam Zell By: /s/ Mary Jane Robertson
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Its: Chairman Mary Jane Robertson
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dated this 30th day of October,1995 dated this 6th day of November, 1995
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at Chicago, Illinois at Atlanta, Georgia
Witness: /s/ Kelly Stonebraker Witness: /s/ Victoria E. Hicks
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