Exhibit 10.12
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT dated June 28, 2001.
BETWEEN:
BRUCE D. GUTHART
(the "Executive")
-and-
KAYE GROUP INC., a corporation
incorporated pursuant to the laws of Delaware
(the "Agency")
-and-
HUB INTERNATIONAL LIMITED, a corporation
incorporated pursuant to the laws of Ontario
("Hub")
In consideration of the mutual covenants and agreements contained herein,
the parties hereto agree as follows.
1. INTERPRETATION
(1) In this Agreement:
(a) "Agreement" means this agreement, all Schedules attached hereto
and the amendments made hereto by written agreement between the
Executive and the Agency;
(b) "Basic Compensation" means the compensation indicated in Schedule
"B";
(c) "Benefits" means the benefits to which the Executive is entitled
in accordance with Schedule "B";
(d) "Cause" means (i) a material breach by the Executive of the
provisions of this Agreement, which breach shall not have been
cured by the Executive within thirty (30) days following notice
thereof by the Agency to the Executive, (ii) the commission of
gross negligence or bad faith by the Executive in the
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course of the Executive's employment, which commission has a
material adverse effect on the Agency or Hub, (iii) the
commission by the Executive of a criminal act of fraud, theft or
dishonesty causing material damages to the Company or Hub, (iv)
the Executive's conviction of (or plead nolo contendere to) any
felony, or misdemeanor involving moral turpitude if such
misdemeanor results in material financial harm to or materially
adversely affects the goodwill of the Agency or Hub, or (v) such
other act or omission that a court of competent jurisdiction
declares in a written ruling to be a breach of the Executive's
responsibilities hereunder of such materiality as to justify a
termination of the Executive's employment by the Agency.
(e) "Death" means a natural death and, in addition, is deemed to
include a continuous period of at least six months during which
time the Executive has not been in the offices of the Agency
during normal working hours and the Executive's whereabouts are
unknown to the Agency;
(f) "Disability" means the mental or physical state of the Executive
is such that the Executive would be considered to suffer from a
"total disability" or a "disability" or to be "totally disabled"
or "disabled" in accordance with the Agency's group benefits
insurance policy at the relevant time;
(g) "Good Reason" means any breach of the terms of this Agreement by
the Agency or Hub, including but not limited to any of the
following:
(i) the assignment to the Executive of any duties
substantially inconsistent with the Executive's positions as set
forth on Schedule A, or a significant adverse alteration in the
nature or status of the Executive's responsibilities or duties or
the conditions of the Executive's employment compared to the
responsibilities, duties and conditions in effect for the
Executive's employment with respect to the business of the Agency
immediately prior to the date of this Agreement, excluding any
isolated and inadvertent action that is not taken in bad faith and
that is remedied by the Agency or Hub, as applicable, within thirty
(30) days after receipt of notice thereof given by the Executive;
(ii) a reduction in the Executive's Basic Compensation;
(iii) any failure by the Agency or Hub to require any
successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the
business and/or assets of the Agency to assume expressly and agree
to perform the provisions of this Agreement in the same manner and
to the same extent that the Agency and Hub would be required to
perform if no such succession had taken place;
(iv) the relocation of the offices at which the Executive is
principally employed immediately prior to the date of the Closing
hereunder to a location more than 20 miles from such location; and
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(v) the failure by the Agency or Hub to continue to provide
the Executive with the benefits described on Schedule B.
(h) "Hub" means Hub International Limited;
(i) "Hub Group" means Hub and the Subsidiaries;
(j) "Investment Letter" means the investment letter referred to in
item 4 of schedule D and attached as Exhibit A hereto which will
be executed and delivered on the date hereof between the
Executive and Hub.
(k) "Management Bonus" means any amount of bonus paid or payable (as
the context may require) pursuant to the Management Bonus
Agreement;
(l) "Management Bonus Agreement" means, subject to item 1 of Schedule
D hereto, the Management Bonus Agreement attached as Exhibit B
hereto which will be executed and delivered on the date hereof
between the Agency and Hub, and a copy of which (as executed)
will be provided to the Executive;
(m) "Restricted Period" means the two-year period ending on the
second anniversary of the termination of the Executive's
employment hereunder for whatever reason;
(n) "Restricted Stock Arrangement" means the plan or other
arrangement referred to in item 3 of Schedule D;
(o) "Schedule" means a schedule to this Agreement;
(p) "Section" means a section or subsection of this Agreement;
(q) "Services" means the positions, duties and the responsibilities
set out in Schedule "A" to this Agreement, as the same may be
amended or extended by agreement of the parties from time to
time;
(r) "Subsidiaries" means the "subsidiary companies", as defined in
the Securities Act (Ontario), of Hub, including the Agency and
Hub U.S. Holdings, Inc.;
(s) "Vacation" means the vacation to which Executive is entitled, as
contemplated in Schedule "B".
(2) It is agreed by and between the parties hereto that the Schedules
referred to herein, as itemized below and attached hereto, shall form a
part of this Agreement and this Agreement shall be construed as
incorporating such Schedules:
Schedule A - Services
Schedule B - Basic Compensation, Benefits and Vacation
Schedule C - Alternative Dispute Resolution
Schedule D - Additional Provisions
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2. EMPLOYMENT
(1) The Agency agrees to employ the Executive during the term of employment
hereunder in the positions and with the duties and responsibilities set
out in Schedule A and the Executive accepts such employment and
represents to the Agency that the Executive has the required skills and
expertise to perform the Services.
(2) During the term of employment hereunder the Executive agrees to devote
the whole of the Executive's business time and attention to the
Services, and to the other activities contemplated in item 1 of
Schedule D, in a conscientious and competent manner and with the utmost
integrity.
(3) The Executive shall perform the Services primarily at the office of the
Agency located in the City of New York, NY in the United States of
America and at such other locations as the Agency's and Hub's
reasonable needs may dictate from time to time, provided that the
Executive will not be required to move the Executive's residence.
(4) During the term of employment hereunder, Hub shall put forth, and
management shall recommend, the Executive for election to the Board of
Directors of Hub at each annual general meeting of the stockholders of
Hub.
(5) During the term of employment hereunder the Executive shall be entitled
to the benefits of: (a) all indemnification provisions contained in the
Agency's and Hub's Certificate of Incorporation or Articles of
Incorporation or by-laws, as the case may be (and for this purpose, the
Agency and Hub agree that no amendment shall be made thereto which
materially changes such indemnification provisions, other than to
enhance the protection thereby afforded to the Executive); and (b) all
of the Company's insurance policies, including directors and officers
liability policies, to the extent that such policies are generally
applicable to other officers and directors.
3. REMUNERATION AND BENEFITS
(1) During the term of employment hereunder the Agency shall pay the
Executive the Basic Compensation in such payment periods as are
established from time to time by the Agency for its employees, subject
to deduction and remittance to the appropriate governmental authority
of all applicable taxes and other amounts.
(2) The Executive shall be entitled to and the Agency shall provide the
Benefits.
(3) The Agency shall reimburse the Executive for reasonable travel and
other business expenses incurred by the Executive in performing the
Services, in accordance with approved budgets.
(4) The Executive shall be entitled to the Vacation, to be scheduled at the
mutual convenience of the parties.
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(5) The Executive shall be entitled to participate in the Management Bonus
Agreement as an Eligible Manager (as defined therein) on the basis that
notwithstanding any discretion otherwise exercisable by the President
of the Agency as to the payment of bonuses under the Management Bonus
Agreement, the Executive shall receive 50% of the aggregate of any
bonus paid thereunder to the Eligible Managers collectively to a
maximum annual amount equal to the Basic Compensation for the period of
one year. The Executive shall be "President of the Agency" for purposes
of the foregoing sentence and in that capacity shall have the authority
to exercise the discretion as to the payment of bonuses under the
Management Bonus Agreement.
4. PROPERTY, CONFIDENTIALITY AND NON-SOLICITATION
(1) PROPERTY. The Executive acknowledges and agrees that all books of
business, policies of insurance, documents, computer records, vouchers
and other books, papers and records connected with the business of the
Agency or the other Subsidiaries of Hub Group, whether paid for,
serviced or produced by the respective corporation of Hub Group or not,
are the property of the respective corporation and shall be at all
times open to the respective corporation for the purposes of
examination, and shall be turned over and surrendered to the respective
corporation or its representatives upon the order of the respective
corporation or on the termination of the Executive's employment with
the Agency for any reason whatsoever.
(2) CONFIDENTIALITY. The Executive acknowledges that in the course of
carrying out the Executive's duties to the Agency, the Executive will
have access to and will be entrusted with confidential information
concerning the business and corporate affairs of the Agency, the other
corporations of Hub Group and their clients ("Confidential
Information"), including information pertaining to the respective
corporation's relationships with insurance carriers, employee and
producer compensation structures, client underwriting and policy
renewal information, internal accounting procedures, policies and
information, unique insurance product features, insurance programs
developed by the respective corporation (with or without the assistance
of the Executive), marketing strategies and employee training
procedures. The Executive agrees that all Confidential Information
acquired by the Executive or disclosed to the Executive shall be held
in the strictest confidence. The Executive shall not disclose any
Confidential Information to any other person without the prior written
consent of the respective corporation, except as may be required for
the Executive to fulfill the Executive's employment duties to the
Agency or as may be required by law. The Executive shall not make use
of any Confidential Information for the Executive's own benefit or for
the benefit of any other person or persons, firm, partnership,
association or corporation other than Hub Group, or assist others in so
doing; provided that nothing herein shall prohibit the Executive from
using Confidential Information that:
(a) was readily available to the public at the time such information
was available to the Executive;
(b) became readily available to the public after the time such
information was made available to the Executive other than
through a breach of this Agreement; or
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(c) is lawfully and in good faith obtained by the Executive from an
independent third party without a breach of this Agreement.
The Executive acknowledges and agrees that the disclosure of any
Confidential Information to competitors of the Agency or the other
corporations of Hub Group or to the general public in violation of the
terms of this Section 4(2) may be highly detrimental to the business
interests of Hub Group. The Executive acknowledges and agrees that the
right of Hub Group to maintain Confidential Information as confidential
in accordance herewith constitutes a proprietary right that the
respective corporation is entitled to protect. Unless otherwise agreed
to by the respective corporation, all Confidential Information shall be
and shall remain the sole and exclusive property of the respective
corporation subject to the terms of this Section 4(2). The Executive
shall return to the Agency, forthwith upon the effective date of
termination of the Executive's employment for any reason whatsoever,
all records of Confidential Information in the possession of the
Executive which were acquired in connection with the Executive's
employment by the Agency. The Executive hereby agrees with the Agency
that, in the event of any breach by the Executive of the provisions of
this Section 4(2), the respective corporation(s) of Hub Group shall be
entitled to equitable relief, including an injunction and specific
performance, in any competent court having jurisdiction over the
Executive, in addition to all other remedies available to the
respective corporation at law or in equity.
(3) NON-COMPETITION AND NON-SOLICITATION
(a) The Executive covenants and agrees that the Executive will not,
without the prior written consent of the Agency, during the
Restricted Period, either individually, in partnership, jointly,
or in conjunction with any other person or persons, firm,
partnership, association, company, corporation or any other
entity as principal, agent, employee, shareholder, or in any
other capacity whatsoever carry on or be engaged in any aspect of
the insurance agency business in the United States, or advise,
lend money to, guarantee the debts or obligations of, or permit
the Executive's name or any part thereof to be used or employed
by any other person or persons, firm, partnership, association,
company, corporation or any other entity engaged in any aspect of
the insurance agency business in the United States.
Notwithstanding the foregoing, the provisions of this Section
4(3)(a) shall not:
(i) apply in the event that this Agreement is terminated
by the Agency without Cause or by the Executive for
Good Reason, including in accordance with Section 5(2); or
(ii) prohibit the Executive from directly or indirectly
owning up to 10% of the issued capital stock of any
public company the price of whose shares is quoted in
a published newspaper of general circulation.
(b) The Executive agrees that during the Restricted Period the
Executive shall not directly or indirectly approach or solicit
any client, employee or producer of Hub
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Group except for the benefit of Hub Group or attempt to direct
any such client, employee or producer away from Hub Group,
provided, however, that, if the Executive's employment hereunder
is terminated pursuant to any of the circumstances contemplated
by Section 5(2) below, then any failure by the Agency to make the
payments contemplated by Section 5(2), including but not limited
to Section 5(2)(c), shall release the Executive from his
obligation under this Section 4(3)(b).
(c) If the Executive violates any of the provisions of Section
4(3)(b), the Executive shall pay to Hub a sum equal to one and
one-half times the annual renewal commissions generated by
clients obtained by the Executive in violation of Section
4(3)(b).
(d) The amount payable by the Executive under Section 4(3)(c) shall
be paid in cash and as soon as it is determinable and may be set
off by the Agency against any amount owing or to become owing by
the Agency or Hub to the Executive. The Executive acknowledges
that the said amount is a reasonable calculation of the
respective corporation's liquidated damages given the interest of
the corporation in maintaining its client base and the future
profits which would be foregone by the corporation if the
Executive violates the provisions of Section 4(3)(b). The
Executive further acknowledges that the payment by the Executive
pursuant to Section 4(3)(c) shall in no way limit the other
remedies to which the respective corporation of Hub Group may be
entitled as a result of the Executive's breach of Section 4(3)(a)
or (b). Without limiting the generality of the foregoing, the
Executive recognizes that a breach by the Executive of any of the
covenants contained in Section 4(3)(a) would result in ongoing
damages to the respective corporation of Hub Group and that Hub
Group may not be adequately compensated for such damages by the
payment of the amounts contemplated in Section 4(3)(c). The
Executive agrees that in the event of any such breach, and in
addition to any other remedies available to Hub Group at law or
otherwise, Hub shall, on behalf of the respective corporation of
Hub Group, be entitled as a matter of right to apply to a court
of competent jurisdiction for relief by way of injunction,
restraining order, decree or otherwise as may be appropriate to
ensure compliance by the Executive with the provisions of
Sections 4(3)(a) and (b).
(4) The Executive agrees that all restrictions in this Section 4 are
necessary and fundamental to the protection of the business of the
Agency and the other corporations of Hub Group and are reasonable. If,
at the time of enforcement of this Section 4, a court should hold that
the duration, scope or area restrictions stated herein are unreasonable
under the circumstances then existing, the parties agree that the
maximum duration, scope or area that is reasonable under such
circumstances shall be substituted for the stated scope, duration or
area, as the case may be, and the court shall be allowed to revise the
relevant restrictions contained herein to cover the maximum period,
scope and area permitted by law.
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5. TERM AND TERMINATION
(1) This Agreement and the term of the employment of the Executive
hereunder shall be for an indefinite term, subject to termination in
accordance with the terms of this Agreement.
(2) This Agreement and the term of the employment of the Executive
hereunder may be terminated by the Agency for any reason whatsoever by
written notice to the Executive, or by the Executive for Good Reason by
written notice to the Agency, provided that, in the event that the
Agreement is terminated in accordance with this Section 5(2), the
Executive shall be:
(a) paid the Basic Compensation for the period up to the effective
date of termination;
(b) paid a portion of the Management Bonus payable for the year during
which the Executive's employment is terminated calculated by
dividing the Management Bonus for that year by twelve and
multiplying it by the number or months or portions of a month of
that year up to and including the effective date of the
termination of the Executive's employment; and
(c) entitled to continue to receive an amount equal to the Basic
Compensation and the group insurance and automobile allowance
components of the Benefits for the severance period hereinafter
defined.
For the purposes of this Section 5(2), "severance period" means
the period commencing as at the effective date of such termination
and ending on the first anniversary of the date thereof.
Notwithstanding the foregoing, in the event that the Executive
breaches any of the provisions of Section 4, effective as at the
date of such breach the Executive shall cease to be entitled to
any further payment, provided that in no event shall the Executive
be paid an amount that is less than the prescribed minimum under
applicable employment standards legislation.
(3) Notwithstanding Section 5(2), this Agreement may be terminated
immediately by the Agency for Cause, without further obligation to the
Executive, provided that the Executive shall be entitled to receive an
amount equal to the Basic Compensation and the Benefits to the date of
termination.
(4) Notwithstanding Section 5(2), this Agreement may be terminated by the
Agency on notice to the Executive due to the Disability of the
Executive, upon ninety (90) days' notice to the Executive.
(5) Notwithstanding Section 5(2), this Agreement shall be terminated
immediately upon the Death of the Executive or, unless otherwise agreed
by the parties, upon the Executive attaining sixty-five (65) years of
age.
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(6) Upon termination of this Agreement in accordance with Section 5(2) the
Executive shall have no other claim against the Agency for damages for
failure to give reasonable notice or pay in lieu of notice or severance
pay, except as set out in Section 5(2).
(7) In the event of termination of this Agreement in accordance with the
terms hereof, the provisions of Section 4 shall continue in full force
and effect.
6. ALTERNATIVE DISPUTE RESOLUTION
The parties agree to submit any disputes to mediation in accordance
with the procedures set out in Schedule C.
7. GENERAL PROVISIONS
(1) In the event any payment, distribution or other benefit received by the
Executive under this Agreement or any other contract or arrangement
(including, but not limited to, any acceleration of the exerciseability
of any stock option or the vesting of any stock or other property or
any payment made to the Executive in connection with a change of
control of the Agency or Hub or any severance payment provided herein)
(a "Payment") would be subject to the excise tax imposed by section
4999 of the Internal Revenue Code of 1986 (such excise tax, together
with any similar tax under any new or replacement provision to such
Section 4999, are hereinafter collectively referred to as the "Excise
Tax"), including any payment, distribution or other benefit that when
aggregated with any other payment, distribution or other benefit
(whether or not such received or made pursuant to this agreement)
results in the imposition of the Excise Tax, then the Executive shall
be entitled to receive an additional payment (a "Gross-Up Payment") in
an amount such that after payment by the Executive of all taxes,
including without limitation, any Excise Tax or other tax imposed upon
any amounts received under this Section 7(1), the Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payment. All determinations required to be made under this Section
7(1), including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by the Agency's
independent accounting firm which shall provide detailed supporting
calculations both to the Agency and the Executive within 15 business
days of the receipt of notice from the Executive that there has been or
will be a Payment, or such earlier time as is requested by the Agency.
(2) Any and all previous agreements, written or oral, between the parties
hereto or on their behalf relating to the employment of the Executive
by the Agency, other than the Management Bonus Agreement, are hereby
terminated and cancelled and each of the parties hereto hereby releases
and forever discharges the other hereto of and from all manner of
actions, causes of action, claims and demands whatsoever under or in
respect of any such agreement.
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(3) The provisions hereof, when the context permits, shall inure to the
benefit of and be binding upon the heirs, executors, administrators and
legal personal representatives of the Executive and the successors and
assigns of the Agency, respectively.
(4) This Agreement shall be construed in accordance with the laws of the
Sate of New York and the laws of the United States applicable therein.
(5) If any covenant or provision of this Agreement is determined to be void
or unenforceable, in whole or in part, it shall not be deemed to affect
or impair the validity of any other covenant or provision and this
Agreement shall be read and construed as if such void or unenforceable
provision were excluded from this Agreement.
(6) Any notice, demand, request, consent, approval or waiver required or
permitted to be given hereunder shall be in writing and may be given to
the party for whom it is intended by personally delivering it to such
party or by mailing the same by prepaid registered mail:
(a) In the case of the Agency, to:
Kaye Group Inc.
122 East 42nd St.
New York, NY 10168
Attention: Chief Financial Officer
(b) In the case of the Executive:
2794 Lindenmere Drive
Merrick, New York 11566
(c) In the case of Hub:
Hub International Limited
55 East Jackson Boulevard
Chicago, IL 60604
Any such notice or other documents delivered personally shall be deemed
to have been received by and given to the addressee on the day of
delivery and any such notice or other documents mailed, as aforesaid,
shall be deemed to have been received by and given to the addressee on
the third business day following the date of mailing. Any party may at
any time give notice to the other or any change of address.
(7) All amounts referred to herein and in the Schedules hereto are in U.S.
currency unless otherwise indicated.
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8. ADDITIONAL PROVISIONS
The provisions in Schedule D form part of this Agreement.
IN WITNESS THEREOF the parties hereto have hereunto executed this
Agreement as of the day and year first above written.
HUB INTERNATIONAL LIMITED KAYE GROUP INC.
By: By:
/s/ W. Kirk James /s/ Michael P. Sabanos
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Name: W. Kirk James Name: Michael P. Sabanos
Title: Vice President and General Counsel Title: Executive Vice President
I have authority to bind I have authority to bind
the corporation. the corporation.
SIGNED AND DELIVERED in the
presence of: )
)
/s/ W. Kirk James )
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(Signature) )
W. Kirk James )
- ----------------------------- /s/ Bruce D. Guthart
(Print Name) ) --------------------------------------
55 East Jackson Blvd. ) BRUCE D. GUTHART
Chicago, Illinois
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(Address)
SCHEDULE A
SERVICES
The Executive shall be the President and Chief Executive Officer of the Agency
and in that capacity shall perform such duties and shall have such authority as
are customary and appropriate to those positions and as are consistent with the
duties and authority of the Executive in connection with his employment with
respect to the business of the Agency prior to the date of this Agreement,
including, without limitation, the full authority and responsibility for the
day-to-day management of the Agency (including hiring and firing personnel) in a
manner consistent with prior practice; and the Executive shall have such
additional duties and responsibilities consistent with his positions as
described above as the Agency, acting reasonably, may assign from time to time
(all of the foregoing, collectively, the "Services").
SCHEDULE B
BASIC COMPENSATION
The Agency will pay the Executive an annual salary of $500,000.
BENEFITS
o Group insurance (including medical, extended health, dental, short and
long term disability and life insurance) and such other benefits as are
made available to employees of the Agency, provided that the Executive
qualifies for coverage under such plans.
o The Agency shall provide the Executive with the same additional
benefits he received under his employment agreement dated as of January
2, 1997 (a copy of which has been provided to the Agency and Hub),
including but not limited to the benefits enumerated in section
2(c)(iii) thereof.
VACATION
The Executive shall be entitled to a minimum of four (4) weeks vacation per year
and such additional vacation as may be agreed upon by the parties and as is
reasonable under all of the circumstances, including the amount of vacation
taken by other executives of similar standing in Hub Group (the "Vacation").
SCHEDULE C
ALTERNATIVE DISPUTE RESOLUTION
o Disputes will be submitted to mediation before a mediator in New York,
New York as a condition precedent to resort to litigation by any party
to this Agreement; provided, however, any party may seek injunctive
relief in court to preserve the status quo pending the completion of
mediation. The mediator shall be chosen by mutual agreement of the
parties; provided, however, if the parties are unable to agree upon a
mediator within ten days, the mediation shall be conducted by a
mediator to be identified by the parties within 30 days of the
execution hereof.
o At such time as a dispute shall arise that is submitted to mediation,
each of the parties shall execute such mediation agreement in such form
as shall then be used by the chosen mediator or mediation firm for such
purposes and shall join in a request that the mediator provide an
evaluation of the parties' cases and of the likely resolution of the
dispute if not settled. The cost of the mediator and mediation shall be
borne equally by the parties.
o In the event that one party to this Agreement is willing to accept the
mediator's proposed resolution of the dispute, if any, but the other
party (the "Contesting Party") elects to pursue claims in a court of
competent jurisdiction and the determination of the rights of the
Contesting Party under the final judgment of the court on the
Contesting Party's claim(s) is less advantageous to the Contesting
Party than the determination of such rights contained in the mediator's
evaluation of such claim(s), the Contesting Party shall be deemed to
have agreed to pay the costs and expenses of litigation of such
claim(s), including reasonable attorneys' fees of the other party to
the litigation.
SCHEDULE D
ADDITIONAL PROVISIONS
1. The Executive, the Agency and Hub agree that, simultaneously with the
execution and delivery of this Agreement, the Management Bonus
Agreement will be executed and delivered in substantially the form
attached as Exhibit B to this Agreement; provided, however, that prior
to such execution and delivery that agreement will require certain
modifications to correctly reflect the understanding of the parties
that the Eligible Employees referred to therein will be entitled to the
same bonus of $1,333,000 in any future year in which the Agency
produces "NIBGAIT" (as defined therein) of $17,571,000 and to correctly
reflect the calculation of NIBGAIT in accordance with the one-page
schedule (entitled "NIBGAIT Analysis") attached to Exhibit B. Further,
if NIBGAIT is affected by a change in the corporate organization
structure of the Agency, NIBGAIT will be revised.
2. Hub hereby appoints the Executive as the President of the U.S.
Operations of Hub International Limited and the Executive hereby
accepts such appointment, to continue for the duration of the
Executive's employment under this Agreement, provided that, save and
except for reimbursement for expenses incurred in the fulfillment of
such office, the Executive shall not be entitled to any further
compensation beyond that contemplated herein. The Executive shall
perform such duties as Hub, acting reasonably, shall assign from time
to time in connection such position, provided that such duties shall
not interfere with the Executive's ability to provide the Services.
3. The Executive, the Agency and Hub agree that promptly after the
execution and delivery of this Agreement, Hub will establish a
restricted stock plan or arrangement for the benefit of various
employees of the Hub Group (the "Restricted Stock Arrangement")
pursuant to which Hub will contribute for the benefit of certain key
employees of the Company (including the Executive) a number of shares
(the "Kaye Agency Shares") of its common stock having a value of
$3,000,000 (U.S.) with each share valued at $17.00 (Canadian). The
exchange rate for this purpose shall be 1.5 Canadian Dollars to each
U.S. Dollar. The Restricted Stock Arrangement shall include the
following provisions:
* One-third of the Kaye Agency Shares in the Restricted Stock
Arrangement shall be allocated to the Executive.
* The Executive shall have the authority to allocate the
remaining two-thirds of the Kaye Agency Shares among certain
key employees of the Agency.
* The awarded stock vests as to 50% after 5 years (unless
waived by the executive) and 50% after 10 years.
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* The award will cease to vest if the executive has for any
reason ceased to be an employee before the award vests, except
in the following cases:
- Normal retirement age (award vests fully);
- Dismissal without just cause (award vests fully);
- Death (award vests pro rata); and
- Long-term disability (award vests pro rata)
4. The Executive and Hub agree that, simultaneously with the execution and
delivery of this Agreement, they shall execute and deliver the
Investment Letter in the form attached as Exhibit A and shall
consummate the transactions contemplated therein as promptly as
practicable.